Common use of SEC Reports Clause in Contracts

SEC Reports. All forms, registration statements, reports, schedules and statements required to be filed by Issuer under the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All formsWhether or not BZ Holdings is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, registration statementsBZ Holdings will file with the SEC (subject to the next sentence), reportsand within 10 days after such filing provide the Trustee with, schedules such annual and statements required to be filed by Issuer under other reports as are specified in Sections 13 and 15(d) of the Exchange Act or and applicable to a U.S. entity subject to such Sections, such reports to be so filed at the Securities Act (times specified for the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basisreports. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”)If, at any time, BZ Holdings is not subject to the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable periodic reporting requirements of the Exchange Act and/or for any reason, BZ Holdings will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required (unless the SEC will not accept such a filing), and promptly after such filings provide such reports to the Trustee. BZ Holdings agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, BZ Holdings will post the reports specified above on its website within the time periods that would apply if BZ Holdings were required to file those reports with the SEC. At any time that any of BZ Holdings’ Subsidiaries are Unrestricted Subsidiaries, the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of BZ Holdings and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of BZ Holdings. Notwithstanding the foregoing, so long as (i) BZ Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and (ii) Parent “beneficial owns” (as that term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, 100% of the total voting power of the Voting Stock of BZ Holdings and no other material assets, and Parent conducts no other material operations, BZ Holdings shall not be required to file the reports and information described above with the SEC under Section 13(a) or 15(d) of the Exchange Act (or any successor provisions thereto) or provide such reports and information to the Trustee so long as (i) Parent files such reports and information with the SEC, (ii) Parent, the Issuers and each Note Guarantor comply with respect to such reports and other information with the requirements set forth in Rule 3-10 of Regulation S-X under the Exchange Act and (iii) the Issuers provide the Trustee and Holders with such reports and information filed by Parent as and when required as provided above. In addition, the Issuers shall furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as any Notes are not freely transferable under the Securities Act. The Issuers also shall comply with the other provisions of TIA § 314(a). Delivery of such reports, as information and documents to the case may beTrustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (iii) complied as to form in all material respects with applicable accounting requirements and with which the published rules and regulations of the SEC with respect thereto, (iv) with respect Trustee is entitled to the Issuer Financial Statements, were prepared in accordance with GAAP applied rely exclusively on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-XOfficers’ Certificates), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All Purchaser Parent has filed and made available to Seller via XXXXX all forms, registration statements, reports, schedules reports and statements required to be other documents publicly filed by Issuer Purchaser Parent with the Securities and Exchange Commission under the Exchange Act or the Securities Act (all Act, since January 1, 2019. All such forms, reports and other documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Issuer Financial Statements”)Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementsstatement, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (iix) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto, (ivy) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Regulation SForm 10-XQ of the Securities and Exchange Commission), and (vz) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal normal, recurring and recurring year-end audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All (a) Parent has timely filed all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed by Issuer under the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documentssince January 1, including2004 (collectively, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial StatementsParent SEC Reports”), all of which, at the time of filing thereof (except as and to the extent such Parent SEC Report has been modified or superseded in any subsequent Parent SEC Report filed and publicly available prior to the date of this Agreement) complied in all material respects with all applicable requirements of the Securities Laws applicable to such Parent SEC Reports. As of their respective dates (except as and to the extent modified or superseded in any subsequent Parent SEC Report filed and publicly available prior to the date of this Agreement, in the case of registration statementsParent SEC Reports filed prior to the date hereof, solely on or prior to the dates Effective Time, in the case of effectiveness) (i) did not contain subsequently-filed Parent SEC Reports), none of Parent SEC Reports at the time of filing contained, nor will any report, schedule, form, statement or other document filed by Parent after the date hereof and prior to the Effective Time contain, any untrue statement of a material fact or omit omitted, or will omit, to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements . Each of the Exchange Act and/or consolidated financial statements of Parent included or incorporated by reference in Parent SEC Reports complied, or will comply if filed after the Securities Actdate hereof, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to have been, or will be if filed after the Issuer Financial Statementsdate hereof, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC and subject to normal year end audit adjustments which would not be material in amount or effect) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto) and fairly presented, or will fairly present if filed after the date hereof, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the assets, liabilities and the consolidated financial position of Parent and the Subsidiaries of Parent taken as a whole, as of the dates thereof and the consolidated results of operations, stockholders’ equity and cash flows for the periods then ended (except, in the case of unaudited statements, as permitted by Regulation SForm 10-XQ under the Exchange Act, which are subject to normal, recurring adjustments, none of which are material), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All formsThe Parent has furnished or made available to the Company complete and accurate copies, as amended or supplemented, of its (a) registration statementsstatements on Form S-1 or other applicable form (collectively, reportsRegistration Statements”) for registering securities under the Securities Act of 1933, schedules as amended (the “Securities Act”), and statements (b) all reports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of the Parent as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, (iii) all other reports filed by Issuer the Parent under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis(such of the foregoing filings with the SEC are collectively referred to herein as the “Parent SEC Reports”). The Issuer Parent SEC DocumentsReports constitute all of the documents required to be filed or furnished by the Parent with the SEC, includingincluding under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, without limitationthrough the date of this Agreement. The Parent SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any audited or unaudited of the Parent SEC Reports. As of their respective dates, the Parent SEC Reports, including any financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) schedules or exhibits included or incorporated by reference therein, did not contain contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Parent Subsidiaries is required to file or furnish any forms, (ii) complied as to form in all material respects reports or other documents with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresSEC.

SEC Reports. All forms, Camber has filed or furnished all required registration statements, prospectuses, reports, schedules schedules, forms, statements, certifications and statements required other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the United States Securities and Exchange Commission (the “SEC”) since January 1, 2017 (the “Camber SEC Reports”). As of their respective dates, subject to be filed by Issuer under amendments thereto which have been made to date, the Camber SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or and the Securities Act (all such documentsSxxxxxxx-Xxxxx Act, including as the exhibits theretocase may be, collectively and the “Issuer SEC Documents”) have been filed with rules and regulations of the SEC on a timely basis. The Issuer promulgated thereunder applicable to the Camber SEC DocumentsReports, includingand none of the Camber SEC Reports when filed and at their respective effective times, without limitationif applicable, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information filed or furnished as of a later date (iibut before the date of this Agreement) complied shall be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to form in all material respects any of the Camber SEC Reports, and, to the knowledge of Camber, none of the Camber SEC Reports is the subject of any outstanding SEC investigation. No Camber Subsidiary is required to file reports with the applicable SEC pursuant to the requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All formsDSKX has furnished or made available to PHMD complete and accurate copies, registration statementsas amended or supplemented, reportsof its (a) Registration Statements for registering securities under the Securities Act, schedules and statements (b) all reports required to be filed by Issuer under the Exchange Act or the Securities Act (all such documentsAct, including (i) Annual Reports on Form 10-K for the exhibits theretofiscal years ended December 31, collectively the “Issuer SEC Documents”) have been 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC on a timely basis(such of the foregoing filings with the SEC are collectively referred to herein as the “DSKX SEC Reports”). The Issuer DSKX SEC DocumentsReports constitute all of the documents required to be filed or furnished by DSKX with the SEC, includingincluding under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, without limitationthrough the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any audited or unaudited of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) schedules or exhibits included or incorporated by reference therein, did not contain contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSKX Subsidiaries is required to file or furnish any forms, (ii) complied as to form in all material respects reports or other documents with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresSEC.

SEC Reports. All Since December 31, 2009, the Company has filed or furnished (as applicable) all forms, registration statementsreports and documents with the SEC that have been required to be so filed or furnished (as applicable) by it under Law prior to the date hereof, reportsand, schedules after the date of this Agreement and statements until the Acceptance Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (as applicable) by Issuer it under Law (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the Exchange Company on or prior to the expiration date of the Offer, the “SEC Reports”). Each SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act, as the case may be, and with all applicable provisions of the Xxxxxxxx-Xxxxx Act (and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, each to the extent and as in effect on the date such SEC Report was, or will be, filed. True, correct and complete copies of all such documents, including SEC Reports filed prior to the exhibits thereto, collectively the “Issuer SEC Documents”) date hereof have been filed with made available to Parent or are publicly available in the SEC Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on a timely basis. The Issuer SEC Documents, including, without limitation, any audited the date of such amended or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”superseded filing), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) each SEC Report did not and will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, neither the Company nor any Subsidiary has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (iiincluding the financial statements included therein) complied or any registration statement filed by any of them with the SEC, in each case, which have not previously been resolved by the Company with the SEC or such other Governmental Authority, and neither the Company nor any Subsidiary has received any written notice from the SEC or any other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated as of the date of this Agreement, and, to the Company’s Knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Company and each of its officers and to the Company’s Knowledge, each of its directors are in compliance in all material respects with (i) the applicable requirements provisions of the Exchange Xxxxxxxx-Xxxxx Act and/or and the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), promulgated thereunder and (vii) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresapplicable Nasdaq Rules.

SEC Reports. All (a) Parent has filed with or furnished to the SEC all reports, schedules, forms, registration statements, reportsprospectuses, schedules registration statements and statements other documents required to be filed or furnished by Issuer under Parent since January 1, 2009 (collectively, together with any exhibits and schedules thereto or incorporated by reference therein and other information incorporated therein, as the Exchange Act or the Securities Act (all such documentssame may have been amended, including the exhibits thereto, collectively the “Issuer Parent SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial StatementsReports”), at all of which were prepared in all material respects in accordance with the time filed “Securities Laws”. As of their respective dates (and as of their respective amendment dates or in effective dates, as applicable), the case of registration statements, solely on the dates of effectiveness) Parent SEC Reports (i) complied, and each Parent SEC Report filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not not, and each Parent SEC Report filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements . Each of the Exchange Act and/or consolidated balance sheets included in or incorporated by reference into the Securities Act, as Parent SEC Reports (including the case may be, (iiirelated notes and schedules) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) presents in all material respects the consolidated financial position of Issuer Parent and its consolidated the Parent Subsidiaries as of the dates thereof its date and each of the consolidated results statements of its operations income, retained earnings and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Parent and the Parent Subsidiaries for the periods then ended. BDO USAset forth therein, LLP is an independent registered public accounting firm in each case in accordance with respect GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Issuer Sections 13 or 15(d) of the Exchange Act and has for normal year-end audit adjustments which would not resigned be material in amount or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureseffect.

SEC Reports. All formsLitronic has made available to BIZ or its counsel correct and complete copies of each report, schedule, registration statements, reports, schedules statement and statements required to be definitive proxy statement filed by Issuer under the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed Litronic with the SEC on a timely basis. The Issuer or after June 11, 1999 ("Litronic SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”"), at which are all the time documents (other than preliminary material) that Litronic was required to file with the SEC on or after that date. In addition, Litronic has made available to BIZ all exhibits to the Litronic SEC Documents filed prior to the date hereof which are (or i) requested by BIZ and (ii) are not available in complete form through EDGXX ("Requested Confidential Exhibits") and will promptly make available to BIZ all Requested Confidential Exhibits to any additional Litronic SEC Documents filed prior to the Effective Time. As of their respective dates or, in the case of registration statements, solely their effective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the dates date of effectivenesssuch filing), none of the Litronic SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) and the Litronic SEC Documents complied as to form when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of promulgated by the SEC with respect thereto, (iv) with respect thereunder. Litronic has filed all documents and agreements that were required to be filed as exhibits to the Issuer Financial Statements, were prepared Litronic SEC Documents and all material contracts so filed (and those to be filed with any Litronic SEC Documents) as exhibits are in full force and effect except those which have expired in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X)their terms, and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as neither Litronic nor any of the dates thereof and Litronic Subsidiaries is in default thereunder. The Litronic Disclosure Schedule lists such material contracts required to be filed with the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has SEC that have not resigned or yet been dismissed as independent registered public accountants of Issuer as a result of or in connection filed with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresLitronic SEC Documents.

SEC Reports. All formsWhether or not Holdings is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, registration statementsHoldings shall file with the SEC subject to the next sentence and provide the Trustee and Securityholders (or cause the Trustee to provide the Securityholders) with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections (after giving effect to all applicable extensions and cure periods) and prepared in all material respects in accordance with the rules of regulations applicable to such reports. If, schedules and statements at any time, Holdings is not subject to the periodic reporting requirements of the Exchange Act for any reason, Holdings shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods specified above unless the SEC shall not accept such a filing. Holdings agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, Holdings shall post the reports specified in the preceding sentence on its website within the time periods that would apply if Holdings were required to file those reports with the SEC. Notwithstanding the foregoing, Holdings may satisfy such requirements prior to the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement by filing with the SEC the Exchange Offer Registration Statement or Shelf Registration Statement, to the extent that any such Registration Statement contains substantially the same information as would be required to be filed by Issuer under Holdings if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act Act, and by providing the Trustee and Securityholders with such Registration Statement (and any amendments thereto) promptly following the filing thereof. At any time that any of Holdings’ Subsidiaries are Unrestricted Subsidiaries (other than the Unrelated Subsidiaries and Xxxxxx Crude Supply, LLC), then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of Holdings, the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries. Prior to the Separation Date, Holdings shall be deemed to be in compliance with such reporting requirements by virtue of the filing of the Form 10 containing all the information, audit reports and exhibits required for such report. In addition, at any time when Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall furnish to the Holders of the Securities and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (all such documents, including so long as the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did Securities are not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances freely transferable under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and . The Company also shall comply with the published rules and regulations other provisions of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-XTIA § 314(a), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All The Company has filed or furnished (as applicable) all forms, registration statementsreports and documents with the SEC that have been required to be so filed or furnished (as applicable) by it under applicable Law prior to the date hereof, reportsand, schedules after the date of this Agreement and statements until the Acceptance Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (as applicable) by Issuer it under the Exchange Act or the Securities Act applicable Law (all such forms, reports and documents, including together with any other forms, reports or other documents filed or furnished (as applicable) by the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed Company with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto prior to the expiration date of the Offer that are not required to be so filed or schedules included therein furnished (the “Issuer Financial StatementsSEC Reports”). Each SEC Report complied, or will comply, as the case may be, as of its filing date, as to form, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Xxxx-Xxxxx Act”), at each as in effect on the time date such SEC Report was, or will be, filed. True, correct and complete copies of all SEC Reports filed (prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the case Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of registration statementsthe SEC. As of its filing date, solely (or, if revised, amended, modified or superseded by a filing prior to the date of this Agreement, on the dates date of effectiveness) (i) such amended or superseded filing), each SEC Report did not and will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements . As of the Exchange Act and/or the Securities Actdate of this Agreement, as the case may be, (iii) complied as to form there are no outstanding or unresolved comments in all material respects with applicable accounting requirements and with the published rules and regulations of comment letters received from the SEC with respect theretoto the SEC Reports. To the knowledge of the Company, (iv) none of the SEC Reports is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report. Neither the Issuer Financial StatementsCompany nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except completeness, form or manner of filing of such certifications. The Company qualifies as may be indicated an “emerging growth company” as defined in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresJumpstart Our Business Startups Act.

SEC Reports. All formsThe Company has had access through publicly-available information to (i) Parent’s Annual Report on Form 10-K for the year ended March 30, registration statements2003, reportsas filed with the SEC (the “Parent 10-K”), schedules and (ii) its quarterly report on Form 10-Q for the quarter ended June 30, 2003, as filed with the SEC (the “Parent 10-Q”), (iii) all proxy statements required relating to Parent’s meetings of shareholders held or to be held after April 1, 2003 and (iii) all other documents filed by Issuer Parent with the SEC under the Exchange Act or the Securities Act since April 1, 2000 (all such documents, including the exhibits thereto, collectively the “Issuer Parent SEC DocumentsReports”) have been ). As of their respective dates, such documents complied, and all documents filed by Parent with the SEC on a timely basis. The Issuer under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, in all material respects with applicable SEC Documentsrequirements and did not, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statementsdocuments filed on or after the date hereof will not, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.5 of the Parent Disclosure Schedule, (ii) complied as to form in all material respects Parent SEC Reports have been timely filed with the applicable requirements SEC and constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 1, 2000. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is required to file any form, report or other document with the SEC. The certifications of the chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial StatementsParent SEC Reports, were prepared as applicable, are true and correct as of the date of this Agreement, as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with GAAP applied on a consistent basis during their terms and has otherwise operated in compliance with the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), requirements under Rules 13a-15 and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as 15d-15 of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresExchange Act.

SEC Reports. All formsWhether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, registration statements, reports, schedules the Company will file with the SEC (subject to the next sentence) and statements required to be filed by Issuer under provide the Trustee and Securityholders with such annual reports and other reports as are specified in Sections 13 and 15(d) of the Exchange Act or the Securities Act (all and applicable to a U.S. corporation subject to such documentsSections, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required such reports to be stated therein or necessary in order to make so filed and provided that the statements therein, in light times specified for the filings of the circumstances such reports under which they were made, not misleading, (ii) complied as to form such Sections and containing in all material respects with respects, all the applicable information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act and/or for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC. Notwithstanding the foregoing, the Company may satisfy such requirements prior to the effectiveness of a registration statement (the "Exchange Offer Registration Statement") filed with the SEC with respect to a registered offer to exchange Securities for new securities of the Company having terms substantially identical in all material respects to the Securities Actexchanged therefor (except that the Exchange Securities will not contain terms with respect to transfer restrictions) or a shelf registration statement (a "Shelf Registration Statement") filed with the SEC covering resales of Securities or Exchange Securities, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and by filing with the published rules and regulations SEC the Exchange Offer Registration Statement or Shelf Registration Statement, to the extent that any such Registration Statement contains substantially the same information as would be required to be filed by the Company if it were subject to the reporting requirements of Section 13 or 15(d) of the SEC Exchange Act, and by providing the Trustee and Securityholders with respect such registration statement (and any amendments thereto, (iv) with respect to promptly following the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orfiling thereof. In addition, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.event that:

SEC Reports. All forms, registration statements, reports, schedules and statements The Company has filed on a timely basis with the SEC all SEC Reports. The SEC Reports constitute all of the documents required to be filed by Issuer the Company with the Commission under Section 13 or 14 of the Exchange Act since December 31, 2007. Each SEC Report other than the First Quarter Form 10-Q, as of the date of the filing thereof with the Commission (or if amended or superseded by a filing prior to the date hereof, then on the date of such amending or superseding filing) or as of the date hereof in the case of the First Quarter Form 10-Q, complied in all material respects with the requirements of the Securities Act (all such documentsor Exchange Act, including as applicable, and the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basisrules and regulations promulgated thereunder. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”)Reports, at the time they were filed (or in if amended or superseded by a filing prior to the case date of registration statementsthis Agreement, solely then on the dates date of effectivenesssuch amending or superseding filing) (i) and as of the date hereof, did not and do not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates (or if amended or superseded by a filing prior to the date hereof, (ii) complied as to form in all material respects with then on the applicable requirements date of such amending or superseding filing), the financial statements of the Exchange Act and/or Company included in the Securities ActSEC Reports (including, as in each case, any related notes), including any SEC Reports filed after the case may bedate of this Agreement until the Closing, (iii) complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, (iv) with respect to thereto as in effect at the Issuer Financial Statements, were time of filing. Such financial statements have been or will be prepared in accordance with GAAP consistently applied on a consistent basis at the times and during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements as permitted by Regulation SForm 10-X), Q of the Commission) and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USAended (subject, LLP is an independent registered public accounting firm with respect in the case of unaudited statements, to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresnormal year-end adjustments).

SEC Reports. All The Company has filed all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed by Issuer it under the Exchange Act Act, including pursuant to Section l3(a) or 15(d) thereof, since January 1, 2010 (the Securities Act (all such documentsforegoing materials, including the exhibits theretothereto and documents incorporated by reference therein, being collectively referred to herein as the “Issuer SEC DocumentsReports”) have been filed with the SEC ), on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The Issuer As of their respective filing dates, the SEC DocumentsReports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, includingand none of the SEC Reports, without limitationwhen filed, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. On April 26, 2012, the Company filed an S-4 Registration Statement in connection with the proposed merger of KeySource Financial Inc. with and into the Company according to the terms of an Agreement and Plan of Merger dated December 21, 2011; such registration statement contains important information about the Company’s Common Stock and certain other material information about the Company. The Company advises the Purchaser to read such registration statement, in particular the sections entitled “Risk Factors,” “Description of BNC Capital Stock” and “Information about BNC.” On April 16, 2012, the Company filed a Definitive Proxy Statement in connection with the proposed (i) amendment to the Company’s Articles of Incorporation to create a class of non-voting common stock; (ii) complied as amendment to form in all material respects with the applicable requirements Company’s Articles of Incorporation to amend the terms of the Exchange Act and/or the Securities ActCompany’s Mandatorily Convertible Non-voting Preferred Stock, as the case may beSeries B, and (iii) complied as issuance of non-voting common stock to form the Purchaser; such Proxy Statement contains important information about the Company. The SEC Reports, including the documents incorporated by reference in each of them, each contained substantially all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with information required to be included in it. No executive officer of the Company has failed in any respect to make the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case certifications required of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as him or her under Section 302 or 906 of the dates thereof and the consolidated results Xxxxxxxx-Xxxxx Act of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures2002.

SEC Reports. All Except as set forth in the Disclosure Schedule, the Company has filed all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed by Issuer the Company under the Exchange Act or the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (all or such documentsshorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto, documents incorporated by reference therein, being collectively referred to herein as the “Issuer SEC DocumentsReports”) have been filed with the SEC on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or Except as set forth in the case Disclosure Schedule, as of registration statementstheir respective dates, solely on the dates SEC Reports complied in all material respects with the requirements of effectiveness) (i) did not contain the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements . The financial statements of the Exchange Act and/or Company included in the Securities Act, as the case may be, (iii) complied as to form SEC Reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, (iv) with respect to thereto as in effect at the Issuer Financial Statements, were time of filing. Such financial statements have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of and except that unaudited statements, as permitted financial statements may not contain all footnotes required by Regulation S-X)GAAP, and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. BDO USAWithout prejudice to the generality of anything contained herein, LLP is an independent registered public accounting firm with respect all the operating information and data included in the General Disclosure Package and the Prospectus were true and accurate in all material respects as of the respective issue date and will be true and accurate in all material respects on the Closing Date. Any statistical, industry-related and market-related data included in the General Disclosure Package and the Prospectus are based on or derived from sources that the Company believes to Issuer be reliable and accurate, and, to the Company’s knowledge, the Company has not resigned or been dismissed as independent registered public accountants obtained written consent for the use of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduressuch data from such sources to the extent required.

SEC Reports. All Parent has filed or furnished (as applicable) all forms, registration statements, reports, schedules schedules, statements and statements other documents, including any exhibits thereto, required to be filed or furnished (as applicable) by Issuer under the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed Parent with the SEC on a timely basissince January 1, 2013 (collectively, the “Parent SEC Reports”). The Issuer Parent SEC DocumentsReports, includingincluding all forms, without limitationreports and documents filed or furnished (as applicable) by Parent with the SEC after the date hereof and prior to the Effective Time, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”)i) were and, at the time filed (or in the case of registration statementsthe Parent SEC Reports filed or furnished (as applicable) after the date hereof, solely will be, prepared in accordance with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Act, as the case may be, and the rules and regulations thereunder, and (ii) except to the extent that information contained in any Parent SEC Report has been revised, amended, modified or superseded prior to the date of this Agreement by a later filed Parent SEC Report, did not at the time they were filed or furnished (as applicable) (or if amended or superseded by a filing prior to the date of this Agreement, then on the dates date of effectivenesssuch filing), and in the case of such forms, reports and documents filed or furnished (as applicable) by Parent with the SEC after the date of this Agreement, will not as of the time they are filed or furnished (i) did not as applicable), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in light of the circumstances under which they were and will be made, not misleading. None of the Subsidiaries of Parent is required to file or furnished (as applicable) any forms, (ii) complied as to form in all material respects reports, schedules, statements or other documents with the applicable requirements SEC. Since January 1, 2013, other than arising after the date hereof from or relating to the Merger or any of the other transactions contemplated by this Agreement, neither the Parent nor any Subsidiary of the Parent has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC that (A) remain unresolved or (B) have been resolved but not publicly disclosed, or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Parent’s Knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and/or that are designed to ensure that all information required to be disclosed in Parent’s reports that it files or submits under the Securities ActExchange Act is recorded, as processed, summarized and reported within the case may be, (iii) complied as to form time periods specified in all material respects with applicable accounting requirements and with the published rules and regulations forms of the SEC with respect thereto, (iv) and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of Parent and the principal financial officer of Parent to make the certifications required under the Exchange Act with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduressuch reports.

SEC Reports. All Since January 1, 2010, the Company has filed or furnished (as applicable) all forms, registration statements, reports, schedules schedules, statements and documents with the SEC that have been required to be so filed or furnished (as applicable) by it under applicable Laws prior to the date hereof, and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by Issuer it under the Exchange Act or the Securities Act applicable Laws prior to such time (all such forms, reports and documents, including together with any other forms, reports or other documents filed or furnished (as applicable) by the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed Company with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited at or unaudited financial statements and any notes thereto or schedules included therein (prior to the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did Effective Time that are not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein so filed or necessary in order to make furnished, the statements therein“SEC Reports”). Each SEC Report complied, in light or will comply, as the case may be, as of the circumstances under which they were madeits filing date, not misleading, (ii) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with all applicable provisions of the published rules Xxxxxxxx-Xxxxx Act, each as in effect on the date such SEC Report was, or will be, filed. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not, and regulations will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Since January 1, 2010, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with respect theretothe SEC or any notice from the SEC or other Governmental Entity that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated. None of the Company’s Subsidiaries is required to file any forms, (iv) reports, schedules, statements or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to the Issuer Financial Statementsany SEC Report, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated disclosed in certifications filed with the notes thereto or, in SEC Reports. Neither the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results Company nor any of its operations and cash flows for executive officers has received notice from any Governmental Entity challenging or questioning the periods then ended. BDO USAaccuracy, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned completeness, form or been dismissed as independent registered public accountants manner of Issuer as a result filing of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduressuch certifications.

SEC Reports. All The Company has filed all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed by Issuer the Company under the Exchange Act or the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (all or such documentsshorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto, documents incorporated by reference therein, being collectively referred to herein as the “Issuer SEC DocumentsReports”) ). The Company is current with its filing obligations under the Exchange Act and all SEC Documents have been filed with the SEC on a timely basisbasis or the Company has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Issuer Company represents and warrants that true and complete copies of the SEC Documents are available on the Commission’s website (xxx.xxx.xxx) at no charge to Purchaser, and Purchaser acknowledges that it may retrieve all SEC Documents from such website and Purchaser’s access to such SEC Documents through such website shall constitute delivery of the SEC Documents to Purchaser; provided, however, that if Purchaser is unable to obtain any of such SEC Documents from such website at no charge, as result of such website not being available or any other reason beyond Purchaser’s control, then upon request from Purchaser, the Company shall deliver to Purchaser true and complete copies of such SEC Documents. As of their respective dates, includingthe SEC Documents complied in all material respects with the requirements of the Exchange Act, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (none of the “Issuer Financial Statements”)SEC Documents, at the time they were filed (or in with the case of registration statementsCommission, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements . None of the Exchange Act and/or statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable Law (except as such statements have been amended or updated in subsequent filings prior the Securities Actdate hereof, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations which amendments or updates are also part of the SEC with respect theretoDocuments). To the knowledge of the Company and its officers, (iv) with respect no other information provided by or on behalf of the Company to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated Purchaser which is not included in the notes thereto orSEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as light of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USAcircumstance under which they are or were made, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresmisleading.

SEC Reports. All Since January 1, 1998, to the best of its knowledge Chequemate has filed all required forms, registration statements, reports, schedules reports and statements documents ("Chequemate SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by Issuer under it pursuant to the Exchange Act or federal securities laws and the SEC rules and regulations thereunder, all of which have complied in all material respects with all applicable requirements of the Securities Act of 1933 (all the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and interpretive releases promulgated thereunder. None of such documentsChequemate SEC Reports, including the exhibits theretowithout limitation any financial statements, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documentsnotes, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”)therein, at the time filed (or in the case of registration statementsfiled, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements . Each of the Exchange Act and/or consolidated balance sheets in or incorporated by reference into the Securities ActChequemate SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the related consolidated statements of operations and retained earnings and cash flows or equivalent statements in the Chequemate SEC Reports (including any related notes and schedules) fairly presents or will fairly present the results of operations, retained earnings and cash flows, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect entity or entities to which it relates for the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present period set forth therein (subject in the case of unaudited statements interim statements, to normal and recurring yearend audit adjustments) in all material respects each case in accordance with generally-accepted accounting principles applicable to the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for particular entity consistently applied throughout the periods then ended. BDO USAinvolved, LLP is except as may be noted therein; and independent certified public accountants for Chequemate have rendered or will render an independent registered public accounting firm unqualified opinion with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, each audited financial statement disclosure or auditing scope or proceduresincluded in the Chequemate SEC Reports. The consolidated financial statements included in the Chequemate SEC Reports are hereinafter sometimes collectively referred to as the "Chequemate Financial Statements."

SEC Reports. All formsWhether or not BZ Holdings is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, registration statementsBZ Holdings will file with the SEC (subject to the next sentence), reportsand within 10 days after such filing provide the Trustee with, schedules such annual and statements required to be filed by Issuer under other reports as are specified in Sections 13 and 15(d) of the Exchange Act or and applicable to a U.S. entity subject to such Sections, such reports to be so filed at the Securities Act (times specified for the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basisreports. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”)If, at any time, BZ Holdings is not subject to the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable periodic reporting requirements of the Exchange Act and/or for any reason, BZ Holdings will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required (unless the SEC will not accept such a filing), and promptly after such filings provide such reports to the Trustee. BZ Holdings agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, BZ Holdings will post the reports specified above on its website within the time periods that would apply if BZ Holdings were required to file those reports with the SEC. At any time that any of BZ Holdings' Subsidiaries are Unrestricted Subsidiaries, the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management's Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of BZ Holdings and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of BZ Holdings. Notwithstanding the foregoing, so long as (i) BZ Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and (ii) Parent “beneficial owns” (as that term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, 100% of the total voting power of the Voting Stock of BZ Holdings and no other material assets, and Parent conducts no other material operations, BZ Holdings shall not be required to file the reports and information described above with the SEC under Section 13(a) or 15(d) of the Exchange Act (or any successor provisions thereto) or provide such reports and information to the Trustee so long as (i) Parent files such reports and information with the SEC, (ii) Parent, the Issuers and each Note Guarantor comply with respect to such reports and other information with the requirements set forth in Rule 3-10 of Regulation S-X under the Exchange Act and (iii) the Issuers provide the Trustee and Holders with such reports and information filed by Parent as and when required as provided above. In addition, the Issuers shall furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as any Notes are not freely transferable under the Securities Act. The Issuers also shall comply with the other provisions of TIA § 314(a). Delivery of such reports, as information and documents to the case may beTrustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of their covenants hereunder (iii) complied as to form in all material respects with applicable accounting requirements and with which the published rules and regulations of the SEC with respect thereto, (iv) with respect Trustee is entitled to the Issuer Financial Statements, were prepared in accordance with GAAP applied rely exclusively on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-XOfficers' Certificates), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All formsExcept as disclosed in Schedule 3.6 hereof, registration statementsas of the date of this Agreement, reports, schedules and statements the Company has timely filed the SEC Reports required to be filed by Issuer under it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company has made available to ACS true and complete copies of the SEC Reports, except for exhibits, schedules and incorporated documents. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or and the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with rules and regulations of the SEC on a timely basis. The Issuer promulgated thereunder applicable to the SEC DocumentsReports, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (none of the “Issuer Financial Statements”)SEC Reports, at the time they were filed (or in with the case of registration statementsSEC, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements . None of the Exchange Act and/or statements made in any such SEC Reports which is required to be updated or amended under applicable law has not been so updated or amended. The consolidated financial statements of the Securities ActCompany included in the SEC Reports have been prepared in accordance with U.S. generally accepted accounting principles, as consistently applied, and the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such consolidated financial statements or the notes thereto orthereto, or (ii) in the case of unaudited interim statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly extent they do not include footnotes or are condensed or summary statements) and present (subject in the case of unaudited statements to normal accurately and recurring audit adjustments) completely in all material respects the consolidated financial position of Issuer the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments). BDO USAExcept as set forth in a manner clearly evident to a sophisticated institutional investor in the consolidated financial statements or the notes thereto of the Company included in the SEC Reports, LLP the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business consistent with past practice and not required under generally accepted accounting principles to be reflected in such financial statements. To the extent required by the rules of the SEC applicable thereto, the SEC Reports contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which the Company or any subsidiary is an independent registered public accounting firm a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Contract"). None of the Company, its subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or violation of any Contract, which breach or violation would have a Material Adverse Effect. No event, occurrence or condition exists which, with respect to Issuer and the lapse of time, the giving of notice, or both, would become a default by the Company or its subsidiaries thereunder which would have a Material Adverse Effect. The Company has not resigned provided to ACS any material non-public information or any other information which, according to applicable law, rule or regulation, should have been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresdisclosed publicly by the Company but which has not been so disclosed.

SEC Reports. All TowerCo has filed all required forms, registration statementsreports and ----------- documents with the SEC since July 1, reports1998 (collectively, schedules and statements required to be filed by Issuer under the Exchange Act or "TowerCo SEC ----------- Reports"). The TowerCo SEC Reports complied, as of their respective dates, in ------- all material respects with all applicable requirements of the Securities Act (all such documentsand the Exchange Act. As of their respective dates, including none of the exhibits thereto, collectively the “Issuer TowerCo SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC DocumentsReports, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”)or incorporated by reference therein, at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There have been filed as exhibits to, (ii) complied or incorporated by reference in, TowerCo's Annual Report on Form 10-K as to form in all material respects filed with the applicable requirements SEC on March 19, 1999, all Contracts which, as of the Exchange Act and/or date hereof, are material as described in Item 601(b)(10) of Regulation S-K. TowerCo has heretofore delivered to AirTouch, in the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and filed with the published rules and regulations SEC, all of the TowerCo SEC with respect Reports. The audited consolidated financial statements and the unaudited interim financial statements of TowerCo, including in each case the notes thereto, (iv) with respect to included in the Issuer Financial Statements, were TowerCo SEC Reports have been prepared in accordance with GAAP applied on a consistent basis during GAAP, and such balance sheets, including the related notes, fairly present the consolidated financial position, assets and liabilities (whether accrued, absolute, contingent or otherwise) of TowerCo and its subsidiaries at the dates indicated and such consolidated statements of income, changes in stockholders' equity and statements of cash flow fairly present the consolidated results of operations, changes in stockholders' equity and cash flow of TowerCo for the periods involved (except as may be indicated in the notes thereto orindicated, subject, in the case of the unaudited interim financial statements, as permitted by Regulation S-X)to normal, and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) . The unaudited financial statements included in the TowerCo SEC Reports contain all material respects adjustments, which are solely of a normal recurring nature, necessary to present fairly the consolidated results of operations and changes in stockholders' equity and financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All No Undisclosed Liabilities. Since September 30, 1995, the Company has filed all forms, registration statements, reports, schedules reports and statements documents ("SEC Reports") with the SEC required to be filed by Issuer under it pursuant to the Securities Act, and the Exchange Act or and the SEC rules and regulations promulgated thereunder. True and correct copies of all such SEC Reports have been made available to Parent by the Company. All of the SEC Reports complied (as of their respective filing dates) in all material respects with the applicable requirements of the Securities Act, the Exchange Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with and the SEC on a timely basisrules and regulations promulgated thereunder. The Issuer None of such SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein Reports (the “Issuer Financial Statements”), at the time filed (or in the case as of registration statements, solely on the dates of effectivenesstheir respective filing dates) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements . The audited and unaudited consolidated financial statements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form Company included in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were Reports have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated otherwise stated in such financial statements included in the notes thereto orFiled SEC Reports, in including the case of unaudited statements, as permitted by Regulation S-X)related notes, and (vexcept that the interim financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles) with respect to the Issuer Financial Statements, and fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and their cash flows for the periods then ended, subject, in the case of the interim unaudited financial statements, to normal year-end audit adjustments, which, except as disclosed in the Filed SEC Reports, would not be material in amount or effect. BDO USANeither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, LLP is an independent registered public absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, the consolidated financial statements of the Company or in the notes thereto, prepared in accordance with generally accepted accounting firm principles consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of December 31, 1996 or September 30, 1997; (ii) liabilities or obligations arising in the ordinary course of business consistent with respect past practice since September 30, 1997; (iii) liabilities or obligations which would not, individually or in the aggregate, have a Company Material Adverse Effect; (iv) liabilities or obligations related to Issuer this Agreement or the Transactions; and has not resigned or been dismissed as independent registered public accountants of Issuer (v) payments required as a result of the consummation of the Merger under the acceleration provisions of the terms existing on the date hereof of the Company's employment agreements, severance agreements or Benefit Plans which would not, individually or in connection the aggregate, have a Company Material Adverse Effect. No Subsidiary of the Company is required to file any report or form with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresthe SEC. Section 3.6.

SEC Reports. All formsThe common stock of Filmworks is registered under Section 12(g) of the Exchange Act, registration statementsand is quoted on the OTC Bulletin Board, reports, schedules and statements Filmworks is currently subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act. Filmworks has filed all reports required to be filed by Issuer under it pursuant to the Exchange Act or and the regulations promulgated thereunder through the date hereof. Filmworks has previously delivered to Cinegram a true and complete copy of its Annual Report on Form 10-K for the fiscal year ended October 31, 2000 and with each report subsequently filed by Filmworks with the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been and Exchange Commission. The documents filed with the SEC on a timely basis. The Issuer prior to the date of this Agreement are referred to in this Agreement as the “SEC Documents.” As of the filing date, includingthe SEC Documents complied in all material respects with the requirements of the Exchange Act, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did SEC Documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The financial statements of Filmworks, including the notes thereto, included in the SEC Documents (iithe “Filmworks Financial Statements”) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), thereto) and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of Filmworks at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public There has been no change in Filmworks’ accounting firm with respect policies or estimates except as described in the notes to Issuer the Filmworks Financial Statements. Filmworks has no material obligations other than (i) those set forth in the Filmworks Financial Statements and has (ii) those not resigned or been dismissed as independent registered public accountants of Issuer as a result of or required to be set forth in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresthe Filmworks Financial Statements under GAAP.

SEC Reports. All formsThe consolidated financial statements of the Company and the related notes contained in the SEC Reports present fairly, registration statementsin all material respects, reportsthe financial position of the Company as of the dates indicated, schedules and the results of its operations, cash flows and the changes in shareholders’ equity for the periods therein specified, subject, in the case of unaudited financial statements for interim periods, to normal year-end audit adjustments. Such financial statements (including the related notes) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods therein specified, except that unaudited financial statements may not contain all footnotes required by GAAP. Each of the SEC Reports has been timely filed, to be filed the extent required by Issuer under law, and, as of their respective dates, each of the SEC Reports, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act or any other applicable law, as the Securities Act (all such documentscase may be, including and the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with rules and regulations of the SEC on a timely basis. The Issuer thereunder, in each case, to the extent applicable to such SEC DocumentsReports, includingand none of the SEC Reports contained, without limitationwhen filed or, any audited or unaudited financial statements and any notes thereto or schedules included therein (if amended prior to the “Issuer Financial Statements”)date of this Agreement, at as of the time filed (or in the case date of registration statementssuch amendment with respect to those disclosures that are amended, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations . The Company has made available each of the SEC with respect theretoReports (including via the EXXXX system). As of the date hereof, (iv) there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Issuer Financial StatementsSEC Reports. To the knowledge of the Company, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof date hereof, (A) none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC comment and (B) neither the consolidated results SEC nor any other Governmental Entity is conducting any investigation or review of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresSEC Reports.

SEC Reports. All Since January 1, 2005 Parent has filed all required reports, schedules, forms, registration statements, reports, schedules statements and statements required to be filed by Issuer under the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed other documents with the SEC on a timely basis. The Issuer (such documents filed since January 1, 2005, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Parent SEC Documents"). As of their respective dates, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed Parent SEC Documents complied (or will comply, in the case of registration statementsParent SEC Documents filed prior to the Closing) in all material respects with the requirements of the Securities Act, solely on or the dates Securities Exchange Act of effectiveness1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to Parent SEC Documents, and none of Parent SEC Documents contained (or will contain, in the case of Parent SEC Documents filed prior to the Closing) (i) did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form . The financial statements of Parent included in all material respects with the applicable requirements of the Exchange Act and/or the Securities ActParent SEC Documents, as of their respective dates, complied (or will comply, in the case may be, (iiiof Parent SEC Documents filed prior to the Closing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared (or will be prepared, in the case of Parent SEC Documents filed during the Closing Period) in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto) and fairly present (or will fairly present, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect Parent SEC Documents filed prior to the Issuer Financial Statements, fairly present (subject in Closing) the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer Parent and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein that are not expected by Parent to be material individually or in the aggregate). BDO USA, LLP is an independent registered public accounting firm No Material Adverse Effect has occurred with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practicesParent since September 30, financial statement disclosure or auditing scope or procedures2005.

SEC Reports. All The Company has filed all forms, registration statements, reports, statements and schedules with the Securities and statements Exchange Commission (the "Commission") required to be filed by Issuer under pursuant to the Exchange Act of 1934, as amended (the "Exchange Act"), or other federal securities laws, and the Securities Act rules and regulations promulgated thereunder, since October 25, 1995 (all such documents, including the exhibits thereto, collectively the “Issuer "SEC Documents”) have been filed with the SEC on a timely basisReports"). The Issuer SEC DocumentsReports complied in all materials respects with all applicable requirements of the Exchange Act and such other federal securities laws, includingand the rules and regulations promulgated thereunder, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not (as of their respective filing dates) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, . The audited and unaudited consolidated financial statements of the Company included (iior incorporated by reference) complied in the SEC Reports comply as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated stated in the notes thereto or, in the case of unaudited financial statements, as permitted by Regulation S-X)including the related notes, and (vexcept that the quarterly financial statements do not contain all of the footnote disclosures required by generally accepted accounting principles) with respect to the Issuer Financial Statements, and fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer the Company and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows changes in financial position for the periods then ended, subject, in the case of the unaudited financial statements, to normal year-end adjustments and any other adjustments described therein. BDO USAExcept as disclosed in the SEC Reports filed prior to the date hereof or as disclosed in Section 5.1 of the Disclosure Schedule, LLP is an independent registered public accounting firm with respect neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations (absolute, accrued, contingent or otherwise) which would be required to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as be reflected on a result of balance sheet or in connection the notes thereto prepared in accordance with any disagreement with Issuer GAAP applied on any matter of accounting principles a consistent basis, other than liabilities or practicesobligations which would not, financial statement disclosure individually or auditing scope or proceduresin the aggregate, reasonably be expected to have a Company Material Adverse Effect.

SEC Reports. All forms, registration statements, reports, schedules and statements Financial Statements. The Company has filed all reports required to be filed by Issuer it under the Exchange Act Act, including pursuant to Section 13 or 15(d) thereof, for the two years preceding the date hereof, or such shorter period as the Company was required by law to file such material, the foregoing materials (together with any materials filed by the Company under the Exchange Act, whether or not required) being collectively referred to herein as the “SEC Reports” and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”, on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The Company has delivered to each Purchaser true, correct and complete copies of all SEC Reports filed within the 10 days preceding the date hereof. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act (all such documentsand the Exchange Act and the rules and regulations of the Commission promulgated thereunder, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with and none of the SEC on a timely basis. The Issuer SEC DocumentsReports, includingwhen filed, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements . The financial statements of the Exchange Act and/or Company included in the Securities Act, as the case may be, (iii) complied as to form SEC Reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, (iv) with respect to thereto as in effect at the Issuer Financial Statements, were time of filing. Such financial statements have been prepared in accordance with GAAP Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X)thereto, and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. BDO USA, LLP All material agreements to which the Company or any Subsidiary is an independent registered public accounting firm with respect a party or to Issuer and has not resigned which the property or been dismissed assets of the Company or any Subsidiary are subject are included as independent registered public accountants of Issuer as a result part of or specifically identified in connection with any disagreement with Issuer on any matter of accounting principles or practicesthe SEC Reports, financial statement disclosure or auditing scope or proceduresto the extent required by the applicable SEC Reports.

SEC Reports. All forms, registration statements, reports, schedules and statements Financial Statements. The Company has filed all reports required to be filed by Issuer it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof reports filed on Form 10-KSB, Form 10-QSB, and Form 8-K, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law to file such reports) (the foregoing materials being collectively referred to herein as the "SEC Reports" and, together with the Schedules to this Agreement (if any), the "Disclosure Materials") on a timely basis or has timely filed a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Attached as Schedule 4.1(c) is a list of all filings made by the Company with the SEC since the Company's inception. These filings can be accessed through the Company's website at www.aspenbioinc.com. As of their respective dates, the SEC Reports cxxxxxxx xx xxx xxxxrial respects with the requirements of the Securities Act and the Exchange Act or and the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with rules and regulations of the SEC on a timely basis. The Issuer promulgated thereunder, and none of the SEC DocumentsReports, includingwhen filed, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements . The financial statements of the Exchange Act and/or Company included in the Securities Act, as the case may be, (iii) complied as to form SEC Reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to thereto as in effect at the Issuer Financial Statements, were time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X)thereto, and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. BDO USAThe Company's Common Stock is registered pursuant to Section 12(g) of the Exchange Act, LLP and the Company has taken no action designed to, or which to its knowledge is an independent registered public accounting firm with respect likely to Issuer and have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with the Company received any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresnotification that the SEC is contemplating terminating such registration.

SEC Reports. All Purchaser has filed with the SEC all forms, reports, registration statements, reportsproxy statements and other documents (collectively, schedules and statements the "Purchaser Reports") required to be filed by Issuer Purchaser under the Exchange Act Securities Laws, except failures to file which, individually or the Securities Act (all such documentscollectively, including the exhibits theretodo not have a Material Adverse Effect on Purchaser. As of their respective dates, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documentsor, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates as of effectiveness) their effective dates, all of Purchaser Reports, including all exhibits and schedules thereto and all documents incorporated by reference therein, (i) complied as to form in all material respects with the requirements of the Securities Laws applicable thereto, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects . Purchaser has filed with the applicable requirements SEC all documents and agreements which were required to be filed as exhibits to Purchaser Reports, except failures to file, if any, which, individually or collectively, do not have a Material Adverse Effect on Purchaser. The audited consolidated financial statements and unaudited interim consolidated financial statements of Purchaser included or incorporated by reference in Purchaser Reports (collectively, the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer "Purchaser Financial Statements, were ") have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), thereto) and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries Purchaser as of and at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments and any other adjustments described therein, which were not and are not expected to be material in amount or effect. BDO USAExcept as set forth or reflected in Purchaser Financial Statement at September 30, LLP is an independent registered public accounting firm with respect 1997, or as set forth in the unaudited balance sheets included in Purchaser Reports since that date, neither Purchaser nor any of its Subsidiaries, has any liabilities or obligations of any kind or nature (whether accrued, absolute, contingent or otherwise) which would be required to Issuer and has not resigned be reflected or been dismissed as independent registered public accountants reserved against in any balance sheet of Issuer as a result Purchaser or any of its Subsidiaries, or in connection the notes thereto, prepared in accordance with any disagreement with Issuer GAAP consistently applied, except liabilities since September 30, 1997, either (i) in the ordinary course of business or (ii) which, individually or collectively, would not have a Material Adverse Effect on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresPurchaser.

SEC Reports. All The Company has filed all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed by Issuer it under the Exchange Act Act, including pursuant to Section l3(a) or 15(d) thereof, since January 1, 2010 (the Securities Act (all such documentsforegoing materials, including the exhibits theretothereto and documents incorporated by reference therein, being collectively referred to herein as the “Issuer SEC DocumentsReports”) have been filed with the SEC ), on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The Issuer As of their respective filing dates, the SEC DocumentsReports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, includingand none of the SEC Reports, without limitationwhen filed, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. On April 26, 2012, the Company filed an S-4 Registration Statement in connection with the proposed merger of KeySource Financial Inc. with and into the Company according to the terms of an Agreement and Plan of Merger dated December 21, 2011; such registration statement contains important information about the Company’s Common Stock and certain other material information about the Company. The Company advises any Purchaser to read such registration statement, in particular the sections entitled “Risk Factors,” “Description of BNC Capital Stock” and “Information about BNC.” On April 16, 2012, the Company filed a Definitive Proxy Statement in connection with the proposed (i) amendment to the Company’s Articles of Incorporation to create a class of non-voting common stock; (ii) complied as amendment to form in all material respects with the applicable requirements Company’s Articles of Incorporation to amend the terms of the Exchange Act and/or the Securities ActCompany’s Mandatorily Convertible Non-voting Preferred Stock, as the case may beSeries B, and (iii) complied as issuance of non-voting common stock to form Aquiline; such Proxy Statement contains important information about the Company. The SEC Reports, including the documents incorporated by reference in each of them, each contained substantially all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with information required to be included in it. No executive officer of the Company has failed in any respect to make the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case certifications required of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as him or her under Section 302 or 906 of the dates thereof and the consolidated results Xxxxxxxx-Xxxxx Act of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures2002.

SEC Reports. All formsThe annual report on Form 10-K of Sabratek for the fiscal year ended December 31, registration statements1998, reportsas filed under the Securities Exchange Act of 1934, schedules as amended ("Exchange Act"), and all other reports and proxy statements filed or required to be filed by Issuer Sabratek subsequent to such report (collectively, the "Sabratek SEC Documents"), have been duly and timely filed by Sabratek; and as of their respective dates (or if amended prior to the date of this Agreement, then on the date of such last amendment) complied in all material respects with all requirements under the Exchange Act or and the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements rules and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain any regulations promulgated thereunder and contained no untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading, (ii) . The financial statements of Sabratek included in the Sabratek SEC Documents complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were have been prepared in accordance with GAAP (except, in the case of interim financial statements, as permitted by Forms 10-Q or 8-K of the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto) and fairly presented, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects respects, the consolidated financial position of Issuer and its consolidated Subsidiaries Sabratek as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedended (subject, in the case of interim financial statements, to normal year-end adjustments, other adjustments discussed therein (if any) and lack of footnote disclosures). BDO USA, LLP Sabratek is an independent registered public accounting firm with respect currently eligible under the Securities Act to Issuer and has not resigned or been dismissed as independent registered public accountants use a Registration Statement on Form S-3 to register resales of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresSabratek Common Stock.

SEC Reports. All forms, registration statements, Parent has filed all reports, schedules and statements if any, required to be filed by Issuer under with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or since its --- initial public offering on July 27, 2000 (all such reports, the "Parent SEC ---------- Reports"). All of such Parent SEC Reports complied at the time they were filed ------- in all material respects with applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of such Parent SEC Reports, as of their respective dates (all such documents, including as amended through the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”date hereof), at contained or, with respect to Parent SEC Reports filed after the time filed (or in date hereof and before the case of registration statementsClosing Date, solely on the dates of effectiveness) (i) did not contain will contain, any untrue statement of a material fact or omit omitted or, with respect to Parent SEC Reports filed after the date hereof and before the Closing Date, will omit, to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form . The audited financial statements of Parent included in the Parent SEC Reports comply in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (iva) with respect to were prepared from the Issuer Financial Statementsbooks and records of Parent, (b) were prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), or schedules thereto) and (vc) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal a true and recurring audit adjustments) fair view in all material respects of the consolidated financial position of Issuer and its consolidated Subsidiaries Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USAThe unaudited financial statements included in the Parent SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (x) were prepared from the books and records of Parent, LLP is an independent registered public accounting firm (y) were prepared in accordance with U.S. GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (z) present fairly the financial position of Parent as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties shall also be deemed to be made with respect to Issuer and has not resigned all filings by Parent made with the SEC on or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresbefore the Closing Date.

SEC Reports. All Financial Statements. The Company has filed all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed by Issuer it under the Securities Act and the Securities and Exchange Act (the "Exchange Act"), including pursuant to Section 13(a), 13(c) or 15(d) thereof, since January 24, 2005 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act or (and to the extent such SEC Report was amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Securities Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the SEC Reports complied in all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed material respects with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements requirements of the Securities Act and any notes thereto or schedules included therein the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “Issuer Financial Statements”)"Commission") promulgated thereunder, at as applicable, and none of the time filed (or SEC Reports, as of the date of filing, in the case of registration statementsSEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, solely on then as to the dates date of effectiveness) filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Securities Act (i) did not contain and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) complied as to form . The financial statements of the Company included in all material respects the SEC Reports have been prepared in accordance with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, (iv) with respect to thereto as in effect at the Issuer Financial Statements, were time of filing. Such financial statements have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of and except that unaudited statements, as permitted financial statements may not contain all footnotes required by Regulation S-X)GAAP, and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position condition, results of Issuer operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect subject, in the case of unaudited statements, to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practicesnormal, financial statement disclosure or auditing scope or proceduresimmaterial, year-end audit adjustments.

SEC Reports. All Parent has filed all required forms, registration statementsreports and documents with the SEC since September 30, reports1998 (collectively, schedules and statements required to be filed by Issuer under the Exchange Act or "Parent SEC Reports"). The Parent SEC Reports complied, as of their respective dates, in all material respects with all applicable requirements of the Securities Act (all such documentsof 1933, including as amended, and the exhibits theretoSecurities Exchange Act of 1934, collectively as amended. As of their respective dates, none of the “Issuer Parent SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC DocumentsReports, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”)or incorporated by reference therein, at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There have been filed as exhibits to, (ii) complied or incorporated by reference in, the Parent SEC Reports and Parent's Registration Statement on Form S-1 as to form in all material respects filed with the applicable requirements SEC and last amended on January 31, 2000, all Contracts which, as of the Exchange Act and/or date hereof, are material as described in Item 601(b)(10) of Regulation S-K. Parent has heretofore delivered to AirTouch, in the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and filed with the published rules and regulations SEC, all of the Parent SEC with respect Reports. The audited consolidated financial statements and the unaudited interim financial statements of Parent, including in each case the notes thereto, (iv) with respect to included in the Issuer Financial Statements, were Parent SEC Reports have been prepared in accordance with GAAP applied on a consistent basis during GAAP, and such balance sheets, including the related notes, fairly present the consolidated financial position, assets and liabilities (whether accrued, absolute, contingent or otherwise) of Parent and its subsidiaries at the dates indicated and such consolidated statements of income, changes in stockholders' equity and statements of cash flow fairly present the consolidated results of operations, changes in stockholders' equity and cash flow of Parent for the periods involved (except as may be indicated in the notes thereto orindicated, subject, in the case of the unaudited interim financial statements, as permitted by Regulation S-X)to normal, and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) . The unaudited financial statements included in the Parent SEC Reports contain all material respects adjustments, which are solely of a normal recurring nature, necessary to present fairly the consolidated results of operations and changes in stockholders' equity and financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All CSR has filed all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed by Issuer it under the Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since (and including) the 10-KSB filed on March 23, 2007, including pursuant to Section 13(a), 13(c) or 15(d) thereof (the Securities Act (all such documentsforegoing materials from and after March 23, 2007, including the exhibits theretothereto and documents incorporated by reference therein, being collectively referred to herein as the “Issuer SEC DocumentsReports”) have been filed with the SEC on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The Issuer SEC DocumentsAs of the date of filing, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statementsSEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, solely on then as of the dates date of effectivenessfiling of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, as applicable, and none of the SEC Reports, as of the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act (i) did not contain and to the extent such SEC Report was amended, then as to the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All formsParent has made available to the Company copies of its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, Quarterly Reports on Form 10-Q for the quarters ended April 3, 2005, July 3, 2005 and October 2, 2005 and all other reports or registration statements, reports, schedules and statements required to be filed by Issuer Parent with the SEC under applicable Laws since December 31, 2003 (all such reports and registration statements being herein collectively called the Exchange Act “Parent SEC Filings”), each as filed with the SEC. Each such Parent SEC Filing, when it became effective or was filed with the SEC, as the case may be, complied in all material respects with the requirements of the Securities Act (all such documentsand the Exchange Act, including as applicable, and the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with rules and regulations of the SEC thereunder and each Parent SEC Filing did not on a timely basis. The Issuer SEC Documentsthe date of effectiveness or filing, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in as the case of registration statementsmay be, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, . Parent has made all filings required to be made under the Exchange Act for the twelve (ii12) months prior to the date of this Agreement. The financial statements of Parent included in the Parent SEC Filings complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to as of the Issuer Financial Statementsrespective dates of effectiveness or filing of such Parent SEC Filings, were prepared in accordance with GAAP applied on a consistent basis during the periods covered involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X), X of the SEC) and (v) with respect to the Issuer Financial Statements, fairly present in all material respects in accordance with applicable requirements of GAAP (subject subject, in the case of the unaudited statements statements, to normal and recurring audit year end adjustments, none of which in the aggregate will be material) in all material respects the consolidated financial position of Issuer Parent and its consolidated Subsidiaries as of the their respective dates thereof and the consolidated results of its operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods then endedpresented therein. BDO USAThe chief executive officer and the chief financial officer of Parent have signed, LLP and Parent has filed with the SEC, all certifications required by Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither Parent nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 4.9, the term “file” shall be broadly construed to include any manner in which a document or information is an independent registered public accounting firm filed with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresthe SEC.

SEC Reports. All Ultimate Parent has filed and made available to Sellers via XXXXX all forms, registration statements, reports, schedules reports and statements required to be other documents publicly filed by Issuer Ultimate Parent with the Securities Exchange Commission under the Securities Exchange Act or of 1934, as amended (the Securities Act (all “Exchange Act”), since January 1, 2015. All such forms, reports and other documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Ultimate Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Issuer Financial Statements”)Ultimate Parent SEC Reports.” The Ultimate Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or in the case of registration statementssuperseded by a subsequent Ultimate Parent SEC Document), solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Ultimate Parent SEC Reports (iix) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Securities Exchange Commission with respect thereto, (ivy) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Regulation SForm 10-XQ of the Securities Exchange Commission), and (vz) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal normal, recurring and recurring year-end audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries Ultimate Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All formsParent has filed all required forms and reports with the SEC since December 31, registration statements2001 (collectively, reportsthe "Parent SEC Reports"), schedules and statements required to be filed by Issuer under all of which were prepared in all material respects in accordance with the applicable requirements of the Exchange Act or Act, the Securities Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective filing dates, the Parent SEC Reports (a) complied as to form in all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed material respects with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements applicable requirements of the Securities Laws and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (ib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Report which was filed prior to the date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into Parent SEC Reports (iiincluding the related notes and schedules) complied as to form fairly presented in all material respects with the applicable requirements consolidated financial position of Parent and Parent Subsidiaries as of its date (subject, in the case of unaudited statements, to normal recurring year-end adjustments) and each of the Exchange Act and/or consolidated statements of operations, consolidated statements of common stockholders' equity and consolidated statements of cash flows of Parent included in or incorporated by reference into Parent SEC Reports (including any related notes and schedules) fairly presented in all material respects the Securities Actresults of consolidated statements of operations, consolidated statements of common stockholders' equity or consolidated statements of cash flows, as the case may be, of Parent and Parent Subsidiaries for the periods set forth therein (iiisubject, in the case of unaudited statements, to normal recurring year-end adjustments) complied as to form in all material respects with applicable accounting requirements and are consistent with the published rules books and regulations records of the Parent and Parent Subsidiaries. The consolidated balance sheets, consolidated statements of operations, consolidated statements of common stockholders' equity and consolidated statements of cash flows of Parent included in or incorporated by reference into Parent SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, Reports were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (covered thereby, except as may be indicated in the notes thereto ornoted therein and except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X), Q pursuant to Sections 13 or 15(d) of the Exchange Act and (v) normal year-end audit adjustments. No Parent Subsidiary is required to file any form or report with the SEC. The certificates of the Chief Executive Officer and Chief Financial Officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Act with respect to Parent SEC Reports, as applicable, are true and correct as of the Issuer Financial Statementsdate of this Agreement as they relate to a particular Parent SEC Report, fairly present (subject as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in the case of unaudited statements to normal and recurring audit adjustments) accordance with their terms in all material respects and has otherwise operated in compliance with the consolidated financial position of Issuer requirements under Rules 13a-15 and its consolidated Subsidiaries as 15d-15 of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresExchange Act.

SEC Reports. All formsSince January 1, registration statements2005, reports, schedules CIGI has filed all reports and statements other documents required to be filed by Issuer CIGI with the Securities and Exchange Commission (the “Commission”) under the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basisAct. The Issuer SEC Documents, including, without limitation, any audited or unaudited consolidated financial statements of CIGI included in its Annual Report on an appropriate Form for the year ended December 31, 2005 and any notes thereto or schedules included therein (for the “Issuer Financial Statements”)quarter ended September 30, at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied 2006 comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), thereto) and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer CIGI and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then endedended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). BDO USASet forth in the Disclosure Schedule are (i) the most recent internally prepared financial statements of the SELLER and CFS as of January 31, LLP is an independent registered public accounting firm 2007 and any and all SELLER AND CFS internal 2006 statements (the “Financial Statements”). Each of the balance sheets contained in or incorporated by reference into any such Financial Statements (including the related notes and schedules thereto) fairly presented the financial position of SELLER AND CFS as of its date, and each of the statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such Financial Statements (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of SELLER AND CFS for the periods to which they relate Without limiting the foregoing, the PURCHASER shall not assume, undertake or accept, and shall have no responsibility with respect to, liabilities and obligations related to Issuer and has SELLER AND CFS or operation of SELLER AND CFS prior to the Closing Date, except for the LIABILITIES. SELLER AND CFS does not resigned have any liability or been dismissed as independent registered public accountants obligation (whether accrued, absolute, contingent or otherwise) which is not set forth on the Financial Statements, except for liabilities incurred or accrued in the ordinary course of Issuer as a result business since the respective dates of the Financial Statements, or liabilities and/or obligations which would not, either individually or in connection with any disagreement with Issuer on any matter of accounting principles or practicesthe aggregate, financial statement disclosure or auditing scope or procedureshave a Closing Material Adverse Effect.

SEC Reports. All forms, registration statements, reports, schedules and statements Acquiror has filed all reports required to be filed by Issuer under it with the Exchange Act or SEC pursuant to the Securities Act and the Exchange Act. Acquiror has made available to the Company or its counsel through EDGAX x xrue and complete copy of each statement, report, registration statement (all such documentswith the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), including the exhibits theretodefinitive proxy statement, collectively the “Issuer SEC Documents”) have been and other filings filed with the SEC on a timely basis. The Issuer by Acquiror since January 1, 1998, and, prior to the Effective Time, Acquiror will have made available to the Company or its counsel through EDGAX xxxe and complete copies of any additional documents filed with the SEC by Acquiror prior to the Effective Time (collectively, the "Acquiror SEC Documents"). In addition, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (Acquiror has made available to the “Issuer Financial Statements”), at Company all exhibits to the time Acquiror SEC Documents filed (or in prior to the case of registration statements, solely on the dates of effectiveness) date hereof which are (i) did reasonably requested by the Company and (ii) are not contain available in complete form through EDGAX ("Xequested Confidential Exhibits") and will promptly make available to the Company all Requested Confidential Exhibits to any additional Acquiror SEC Documents filed prior to the Effective Time. All documents required to be filed as exhibits to the Acquiror SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect except those which have expired in accordance with their terms, and neither Acquiror nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the Acquiror SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act and none of the Acquiror SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document prior to the date hereof. The financial statements of Acquiror, including the notes thereto, included in the Acquiror SEC Documents (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act"Acquiror Financial Statements"), as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, (iv) with respect to the Issuer Financial Statements, were and have been prepared in accordance with GAAP generally accepted accounting principles applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statementsstatements included in Quarterly Reports on Form 10-Qs, as permitted by Regulation SForm 10-XQ of the SEC), and (v) with respect to the Issuer . The Acquiror Financial Statements, Statements fairly present the consolidated financial condition and operating results of Acquiror and its subsidiaries at the dates and during the periods indicated therein (subject subject, in the case of unaudited statements statements, to normal and normal, recurring audit year-end adjustments) ). There has been no material change in all material respects Acquiror accounting policies except as described in the consolidated financial position of Issuer and its consolidated Subsidiaries as of notes to the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresAcquiror Financial Statements.

SEC Reports. All formsWhether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, registration statements, reports, schedules the Company will file with the SEC (subject to the next sentence) and statements required to be filed by Issuer under provide the Trustee and Noteholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act or the Securities Act (all and applicable to a U.S. corporation subject to such documentsSections, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been such reports to be so filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), provided at the time filed (or in times specified for the case filings of registration statementssuch reports under such Sections and containing all the information, solely on audit reports and exhibits required for such reports. If at any time, the dates of effectiveness) (i) did Company is not contain any untrue statement of a material fact or omit subject to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable periodic reporting requirements of the Exchange Act and/or for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC. At any time that any of the Company's Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company will furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. Delivery of such reports, as information, and documents to the case may beTrustee pursuant to the provisions of this Section 4.02 is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (iii) complied as to form in all material respects with applicable accounting requirements and with which the published rules and regulations of the SEC with respect thereto, (iv) with respect Trustee is entitled to the Issuer Financial Statements, were prepared in accordance with GAAP applied rely exclusively on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-XOfficers' Certificates), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All formsThe Company has had access through publicly-available ----------- information to (i) Parent's Annual Report on Form 10-K for the year ended January 5, registration statements2004, reportsas filed with the SEC (the "Parent 10-K"), schedules (ii) its quarterly report on Form 10-Q for the quarter ended October 5, 2003, as filed with the SEC (the "Parent 10-Q"), (iii) all proxy statements relating to Parent's meetings of shareholders held, and statements required to be (iv) all other documents filed by Issuer Parent with the SEC under the Exchange Act or the Securities Act since January 5, 2000 (the "Parent SEC Reports"). As of their respective dates, such documents complied, and all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been documents filed by Parent with the SEC on a timely basis. The Issuer under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, in all material respects with applicable SEC Documentsrequirements and did not, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statementsdocuments filed on or after the date hereof will not, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 5.5 of the Parent Disclosure Schedule, (ii) complied as to form in all material respects Parent SEC Reports have ------------ been timely filed with the applicable requirements SEC and constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 5, 2000. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is required to file any form, report or other document with the SEC. The certifications of the chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d14 of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial StatementsParent SEC Reports, were prepared as applicable, are true and correct as of the date of this Agreement, as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with GAAP applied on a consistent basis during their terms and has otherwise operated in compliance with the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), requirements under Rules 13a-15 and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as 15d-15 of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresExchange Act.

SEC Reports. All formsThe Company has had access through publicly-available information to (i) Parent’s Annual Report on Form 10-KSB for the year ended December 31, registration statements2003, reportsas filed with the Table of Contents SEC (the “Parent 10-K”), schedules and (ii) its quarterly report on Form 10-QSB for the quarter ended March 31, 2004, as filed with the SEC (the “Parent 10-Q”), (iii) all proxy statements required relating to Parent’s meetings of shareholders held or to be held after January 1, 2001, and (iv) all other documents filed by Issuer Parent with the SEC under the Exchange Act or the Securities Act since January 1, 2001 (all such documents, including the exhibits thereto, collectively the “Issuer Parent SEC DocumentsReports”) have been ). As of their respective dates, such documents complied, and all documents filed by Parent with the SEC on a timely basis. The Issuer under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, in all material respects with applicable SEC Documentsrequirements and did not, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statementsdocuments filed on or after the date hereof will not, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.8 of the Parent Disclosure Schedule, (ii) complied as to form in all material respects Parent SEC Reports have been timely filed with the applicable requirements SEC and constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 1, 2001. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is required to file any form, report or other document with the SEC. The certifications of the chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial StatementsParent SEC Reports, were prepared as applicable, are true and correct as of the date of this Agreement, as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with GAAP applied on a consistent basis during their terms and has otherwise operated in compliance with the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), requirements under Rules 13a-15 and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as 15d-15 of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresExchange Act.

SEC Reports. All forms, registration statements, reports, schedules and statements Financial Statements. AdStar has filed all reports required to be filed by Issuer it under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), for the one year preceding the date hereof (the foregoing being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or and the rules and regulations of the Securities Act (all such documentsand Exchange Commission promulgated thereunder, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with and none of the SEC on a timely basis. The Issuer SEC DocumentsReports, includingwhen filed, without limitationnor the AdStar Private Placement Memorandum provided to the Stockholders, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except for notices from NASDAQ regarding the failure to meet the net worth requirements or minimum bid prices for continued listing of its common stock on the Nasdaq Small Cap Market, (ii) complied AdStar has not, since January 1, 2002, received any other notice from NASDAQ or any other federal or state government agency or Self-Regulatory Organization threatening its status as a publicly traded entity entitled to form have its securities traded on the Nasdaq Small Cap Market. The financial statements of AdStar included in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form SEC Reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto, (iv) with respect to thereto as in effect at the Issuer Financial Statements, were time of filing. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X)thereto, and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries AdStar as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect subject, in the case of unaudited statements, to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresnormal year-end audit adjustments.

SEC Reports. All formsThe consolidated financial statements of the Company and the related notes contained in the SEC Reports present fairly, registration statementsin all material respects, reportsthe financial position of the Company as of the dates indicated, schedules and the results of its operations, cash flows and the changes in shareholders’ equity for the periods therein specified, subject, in the case of unaudited financial statements for interim periods, to normal year-end audit adjustments. Such financial statements (including the related notes) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods therein specified, except that unaudited financial statements may not contain all footnotes required by GAAP. Each of the SEC Reports has been timely filed, to be filed the extent required by Issuer under law, and, as of their respective dates, each of the SEC Reports, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act or any other applicable law, as the Securities Act (all such documentscase may be, including and the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with rules and regulations of the SEC on a timely basis. The Issuer thereunder, in each case, to the extent applicable to such SEC DocumentsReports, includingand none of the SEC Reports contained, without limitationwhen filed or, any audited or unaudited financial statements and any notes thereto or schedules included therein (if amended prior to the “Issuer Financial Statements”)date of this Agreement, at as of the time filed (or in the case date of registration statementssuch amendment with respect to those disclosures that are amended, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations . The Company has made available each of the SEC with respect theretoReports (including via the XXXXX system). As of the date hereof, (iv) there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Issuer Financial StatementsSEC Reports. To the knowledge of the Company, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof date hereof, (A) none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC comment and (B) neither the consolidated results SEC nor any other Governmental Entity is conducting any investigation or review of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresSEC Reports.

SEC Reports. All Since January 1, 1998, to the best of its knowledge Chequemate has filed all required forms, registration statements, reports, schedules reports and statements documents ("Chequemate SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by Issuer under it pursuant to the Exchange Act or federal securities laws and the SEC rules and regulations thereunder, all of which have complied in all material respects with all applicable requirements of the Securities Act of 1933 (all the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and interpretive releases promulgated thereunder. None of such documentsChequemate SEC Reports, including the exhibits theretowithout limitation any financial statements, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documentsnotes, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”)therein, at the time filed (or in the case of registration statementsfiled, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements . Each of the Exchange Act and/or consolidated balance sheets in or incorporated by reference into the Securities ActChequemate SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the related consolidated statements of operations and retained earnings and cash flows or equivalent statements in the Chequemate SEC Reports (including any related notes and schedules) fairly presents or will fairly present the results of operations, retained earnings and cash flows, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect entity or entities to which it relates for the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present period set forth therein (subject in the case of unaudited statements interim statements, to normal and recurring year-end audit adjustments) in all material respects each case in accordance with generally-accepted accounting principles applicable to the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for particular entity consistently applied throughout the periods then ended. BDO USAinvolved, LLP is except as may be noted therein; and independent certified public accountants for Chequemate have rendered or will render an independent registered public accounting firm unqualified opinion with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, each audited financial statement disclosure or auditing scope or proceduresincluded in the Chequemate SEC Reports. The consolidated financial statements included in the Chequemate SEC Reports are hereinafter sometimes collectively referred to as the "Chequemate Financial Statements."

SEC Reports. All Parent’s Registration Statement on Form S-1 in connection with Parent’s initial public offering (the “Parent Registration Statement”) was declared effective by the SEC on May 10, 2011. Thereafter, Parent has timely filed all forms, registration statements, reports, schedules schedules, statements and statements other documents required to be filed by Issuer under Parent with the Exchange Act or SEC (together with the Securities Act (all such documentsParent Registration Statement, including the exhibits thereto, collectively the “Issuer Parent SEC Documents”). Each of the Parent SEC Documents: (a) have been filed was prepared in accordance and complied in all material respects with the SEC on a timely basis. The Issuer SEC Documentsrequirements of the Securities Act, includingthe Exchange Act, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein the Sarbanes Oxley Act of 2002 (“SOX”) (to the “Issuer Financial Statements”extent applicable to Parent), other applicable Law and the applicable rules and regulations thereunder, except to the extent updated, amended or corrected by a subsequent Parent SEC Document, and (b) did not at the time it was filed (and if amended or in superseded by a filing prior to the case date of registration statements, solely this Agreement then on the dates date of effectivenesssuch filing and as so amended or superseded) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since the filing of each of the Parent SEC Documents, to the Knowledge of Parent, no event has occurred, other than the SEC notifying the Parent that it will review the Parent’s Registration Statement on Form S-4 filed on August 1, 2011, that would require an amendment or supplement to such Parent SEC Document and as to which such an amendment has not been filed and made publicly available. Other than the SEC notifying the Parent that it will review the Parent’s Registration Statement on Form S-4 filed on August 1, 2011, there are no outstanding unresolved comments with respect to Parent or the Parent SEC Documents noted in comment letters or other correspondence received by Parent or its attorneys from the SEC, and, to the knowledge of Parent, there are no pending (i) formal or informal investigations of Parent by the SEC or (ii) complied as to form inspection of an audit of Parent’s financial statements by the Public Company Accounting Oversight Board. Parent is in compliance in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may beExchange Act, SOX (iiito the extent applicable to Parent) complied as to form in all material respects with and the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresthereunder.

SEC Reports. All forms, registration statements, reports, schedules and statements The Company has filed all reports required to be filed by Issuer it under the Exchange Act or the Securities Act (all such documents1934 Act, including pursuant to Section 13(a) or 15(d) thereof, for the exhibits thereto, twelve months preceding the date hereof (or such shorter period as the Company was required by law to file such reports) (the foregoing materials being collectively referred to herein as the “Issuer SEC DocumentsReports”) have been filed with the SEC on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The Issuer As of their respective dates, the SEC DocumentsReports complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder, includingand none of the SEC Reports, without limitationwhen filed and/or subsequently amended or restated, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Registration Statement and the Prospectus, (ii) complied as to form in all material respects with the applicable requirements of the Exchange 1933 Act and/or and the Securities Actrules and regulations of the SEC promulgated thereunder, as and none of such Registration Statement or the Prospectus, contain or contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the case may beof any prospectus in the light of the circumstances under which they were made, (iii) complied as to form not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to thereto as in effect at the Issuer Financial Statements, were time of filing or as subsequently amended or restated. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X)thereto, and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries the Company as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect subject, in the case of unaudited statements, to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practicesnormal, financial statement disclosure or auditing scope or proceduresimmaterial, year-end audit adjustments.

SEC Reports. All The Parent has filed all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed by Issuer it under the Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2007, including pursuant to Section 13(a), 13(c) or 15(d) thereof (the Securities Act (all such documentsforegoing materials from and after April 13, 2007, including the exhibits theretothereto and documents incorporated by reference therein, being collectively referred to herein as the “Issuer SEC DocumentsReports”) have been filed with the SEC on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The Issuer SEC DocumentsAs of the date of filing, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statementsSEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, solely on then as of the dates date of effectivenessfiling of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, as applicable, and none of the SEC Reports, as of the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act (i) did not contain and to the extent such SEC Report was amended, then as to the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All The Parent, since its formation, has filed all forms, reports, schedules, statements, registrations statements, prospectuses and other documents required to be filed or furnished by the Parent with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement. Parent has furnished or made available to the Company and the Company Member complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC, which contained audited balance sheets of Parent as of December 31, 2017 and 2016, and the related statements of operations, changes in stockholders’ equity/(deficit) and cash flows for the years then ended; (b) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2018, June 30, 2018, and September 30, 2018, as filed with the SEC, to disclose its quarterly financial results for such period; and (c) all other forms, reports, registration statements, reports, schedules prospectuses and statements other documents (other than preliminary materials) filed by Parent with the SEC (such reports are collectively referred to herein as the “Parent Reports”). The Parent Reports include all of the documents required to be filed by Issuer Parent with the SEC under the Exchange Act or Act, through the date of this Agreement. The Parent Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act , as the case may be, and the rules and regulations thereunder. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Parent Reports. The Parent Reports did not, as of their respective effective dates (all such documents, including in the exhibits thereto, collectively case of Parent Reports that are registration statements filed pursuant to the “Issuer SEC Documents”requirements of the Securities Act) have been and at the time they were filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (iall other Parent Reports) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All (a) Parent has filed all required forms, registration statementsreports and documents with the SEC since December 31, reports2007 ("Parent SEC Documents"), schedules and statements each of such Parent SEC Documents complied at the time of filing (or if amended or superseded by a filing prior to the date of this Agreement, then as of the date of such filing) in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as in effect on the dates such forms, reports and documents were filed. None of the Parent SEC Documents contained when filed any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading, except to the extent superseded or amended by a Parent SEC Report filed subsequently and prior to the date hereof. As of October 13, 2010 and through the date of this Agreement, none of the Parent SEC Documents filed since January 1, 2010 (except to the extent superseded or amended by Issuer under a Parent SEC Report filed subsequently to any particular report and prior to the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”date hereof) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, made not misleading, . The consolidated financial statements of Parent included in the Parent SEC Documents (iii) complied as to form have been prepared in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP consistently applied on a consistent basis during and maintained throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (vii) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer Parent and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of its operations and cash flows for the periods then ended. BDO USAended (except in each case as may be indicated in the notes thereto and except that unaudited statements are subject to normal year-end adjustments that did not have and would not, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of individually or in connection with any disagreement with Issuer on any matter the aggregate, have a Parent Material Adverse Effect, and do not contain footnotes in substance or form required to the extent permitted by Form 10-Q of accounting principles or practices, financial statement disclosure or auditing scope or proceduresthe Exchange Act).

SEC Reports. All forms, registration statements, reports, schedules and statements The Company has filed all reports required to be filed by Issuer it under the Exchange Act Act, including pursuant to Section 13(a) or 15(d) thereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the date hereof. Such reports required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the Company under the Exchange Act, whether or not any such reports were required being collectively referred to herein as the “SEC Reports” and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”. As of their respective dates, the SEC Reports filed by the Company complied in all material respects with the requirements of the Securities Act (all such documents, including and the exhibits thereto, collectively Exchange Act and the “Issuer SEC Documents”) have been filed with rules and regulations of the SEC on a timely basis. The Issuer promulgated thereunder, and none of the SEC DocumentsReports, includingwhen filed by the Company, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements . The financial statements of the Exchange Act and/or Company included in the Securities Act, as the case may be, (iii) complied as to form SEC Reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to thereto as in effect at the Issuer Financial Statements, were time of filing. Such financial statements have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements, the notes thereto or, in the case of and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries the Company as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. BDO USA, LLP All material agreements to which the Company is an independent registered public accounting firm with respect a party or to Issuer and has not resigned which the property or been dismissed assets of the Company are subject are included as independent registered public accountants of Issuer as a result part of or identified in connection the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC. There are no material off-balance sheet arrangements (as defined in Regulation S-K under the Act, Item 303(a)(4)(ii)) or any other relationships with any disagreement with Issuer unconsolidated entities or other persons, that may have a material current or, to the Company’s Knowledge, material future effect on any matter the Company’s financial condition, results of accounting principles operations, liquidity, capital expenditures, capital resources or practices, financial statement disclosure significant components of revenue or auditing scope or proceduresexpenses.

SEC Reports. All Parent has filed all forms, registration statements, reports, schedules reports and statements documents with the SEC that have been required to be filed by Issuer it under applicable laws prior to the Exchange Act or date hereof, and Parent will file prior to the Securities Act Effective Time all forms, reports and documents with the SEC that are required to be filed by it under applicable laws prior to such time (all such forms, reports and documents, including the exhibits theretotogether with any other forms, collectively the “Issuer SEC Documents”) have been reports or other documents filed by Parent with the SEC on a timely basis. The Issuer SEC Documentsor prior to the Effective Time that are not required to be so filed, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial StatementsParent SEC Reports”). Each Parent SEC Report complied, at or will comply, as the time case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Parent SEC Report was, or will be, filed. True and correct copies of all Parent SEC Reports filed (prior to the date hereof, whether or not required under applicable laws, have been furnished to the Company or are publicly available in the case Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of registration statementsthe SEC. As of its filing date (or, solely if amended or superseded by a filing prior to the date of this Agreement, on the dates date of effectiveness) (i) such amended or superseded filing), each Parent SEC Report did not and will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required to file any forms, (ii) complied as to form in all material respects reports or other documents with the applicable requirements SEC. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Exchange Xxxxxxxx-Xxxxx Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statementsany Parent SEC Report, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated disclosed in certifications filed with the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results Parent SEC Reports. Neither Parent nor any of its operations and cash flows for executive officers has received notice from any Governmental Entity challenging or questioning the periods then ended. BDO USAaccuracy, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned completeness, form or been dismissed as independent registered public accountants manner of Issuer as a result filing of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduressuch certifications.

SEC Reports. All formsThe Company has timely filed or furnished, as applicable, with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all registration statements, forms, reports, schedules statements, certifications and statements other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to be filed or furnished on or prior to the date hereof by Issuer under the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed it with the SEC on a timely basis. The Issuer SEC Documents(collectively with reports filed or furnished after the date hereof, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial StatementsCompany SEC Reports”)) since December 31, at 2014. Neither the time Company nor any of its Subsidiaries is required to file or furnish to the SEC any registration statement, form, report, statement, certification or other document, in each case, required to be filed or furnished by it on or prior to the date hereof with the SEC with respect to the Indebtedness of Company or any of its Subsidiaries. As of their respective effective dates (or in the case of Company SEC Reports that are registration statementsstatements filed pursuant to the requirements of the Securities Act of 1933 (the “Securities Act”)) and as of their respective filing dates (in the case of all other applicable Company SEC Reports), solely or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, each of the Company SEC Reports (a) complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Reports and (b) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and other applicable Law, each as in effect on the date so filed. As of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of effectiveness) (i) did not contain the date of such amendment or superseding filing with respect to the disclosures that are amended), none of the Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not false or misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, (ii) complied as reports, schedules, statements or other documents with the SEC. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters or other correspondence received from the SEC or its staff and, to form the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review. There has been no material correspondence between the SEC and the Company between December 31, 2014 and the date of the Agreement that is not set forth in the Company SEC Reports or that has not otherwise been disclosed to Parent prior to the date hereof. Since December 31, 2014, the Company has been in compliance in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements listing and with the published corporate governance rules and regulations of NASDAQ. Neither the SEC with respect theretoCompany nor any of its Subsidiaries has outstanding, (iv) with respect or has arranged any outstanding, “extension of credit” to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as directors or executive officers of the dates thereof and Company prohibited by Section 402 of the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresXxxxxxxx-Xxxxx Act.

SEC Reports. All Since January 1, 1998, to the best of its knowledge Buyer has ----------- filed all required forms, registration statements, reports, schedules reports and statements documents ("Buyer SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by Issuer under it pursuant to the Exchange Act or federal securities laws and the SEC rules and regulations thereunder, all of which have complied in all material respects with all applicable requirements of the Securities Act of 1933 (all the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and interpretive releases promulgated thereunder. None of such documentsBuyer SEC Reports, including the exhibits theretowithout limitation any financial statements, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documentsnotes, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”)therein, at the time filed (or in the case of registration statementsfiled, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements . Each of the Exchange Act and/or consolidated balance sheets in or incorporated by reference into the Securities ActBuyer SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the related consolidated statements of operations and retained earnings and cash flows or equivalent statements in the Buyer SEC Reports (including any related notes and schedules) fairly presents or will fairly present the results of operations, retained earnings and cash flows, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect entity or entities to which it relates for the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present period set forth therein (subject in the case of unaudited statements interim statements, to normal and recurring yearend audit adjustments) in all material respects each case in accordance with generally- accepted accounting principles applicable to the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for particular entity consistently applied throughout the periods then ended. BDO USAinvolved, LLP is except as may be noted therein; and independent certified public accountants for Buyer have rendered or will render an independent registered public accounting firm unqualified opinion with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, each audited financial statement disclosure or auditing scope or proceduresincluded in the Buyer SEC Reports. The consolidated financial statements included in the Buyer SEC Reports are hereinafter sometimes collectively referred to as the "Buyer Financial Statements."

SEC Reports. All forms, registration Pittencrieff has filed with the Securities and Exchange Commission ("SEC") all proxy statements, reports, schedules reports and statements other documents required to be filed by Issuer it under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") (including any interim reports required to be filed), and Pittencrieff has furnished to AMI copies of its Annual Report on Form 10-K for the fiscal year ended December 31, 1994, its quarterly report on Form 10-Q for the quarter ended June 30, 1995, and all final proxy statements and reports filed by Pittencrieff under the Exchange Act or since June 30, 1993, each as filed (collectively, the Securities Act ("SEC Reports"). Each SEC Report was in compliance in all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed material respects with the requirements of its respective form, and none of the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) complied as to form . The audited consolidated financial statements and unaudited consolidated interim financial statements included in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Reports (iv) with respect to the Issuer "Pittencrieff Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), ") are true and (v) with respect to the Issuer Financial Statements, correct and fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer Pittencrieff and its consolidated the Pittencrieff Subsidiaries as of the dates thereof and the consolidated results of its operations and operations, cash flows and changes in financial position or other information included therein for the periods then endedor as of the dates thereof in each case in accordance with GAAP, and in each case in accordance with past practice during the periods involved (except as otherwise stated therein and except for normal recurring adjustments for interim periods, and that the unaudited Financial Statements do not have complete footnotes). BDO USAExcept and to the extent reflected or reserved against in the Pittencrieff Financial Statements, LLP is an independent registered public accounting firm with respect neither Pittencrieff nor any Pittencrieff Subsidiary has any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to Issuer and has become due, for the periods covered thereby. Pittencrieff does not resigned know or been dismissed as independent registered public accountants have reasonable grounds to know of Issuer as a result any basis for the assertion against Pittencrieff or any Pittencrieff Subsidiary of any claim or liability of any nature or in connection with any disagreement with Issuer on any matter of accounting principles amount not fully reflected or practicesreserved against in the Pittencrieff Financial Statements for the periods provided, financial statement disclosure whether or auditing scope or proceduresnot previously disclosed to AMI. 5.19.

SEC Reports. All formsThe Company has previously made available to the Purchaser true and complete copies of its (i) Annual Report on Form 10-K for its fiscal year ended December 31, 2004, (ii) Current Reports on Form 8-K filed on January 5, 2005, January 19, 2005, January 28, 2005, February 1, 2005, February 17, 2005 and March 8, 2005 and (iii) any other reports or registration statementsstatements filed by the Company with the Commission since January 1, reports2005, schedules and statements except for preliminary material, which are all the documents that the Company was required to be filed by Issuer under file since that date (collectively, the “SEC Reports”). As of their respective dates, the SEC Reports complied as to form in all material respects with the requirements of the Securities Exchange Act or the Securities Act (all such documentsof 1934, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein as amended (the “Issuer Financial StatementsExchange Act”), at and the time rules and regulations of the Commission thereunder applicable to such SEC Reports. As of their respective dates, the SEC Reports, when read together with previously filed (or in the case of registration statementsSEC Reports, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, (ii) complied except as to form updated, corrected or superseded by subsequently filed SEC Reports. Except as may be indicated therein or in all material respects with the applicable requirements notes thereto, the audited consolidated financial statements and unaudited interim financial statements of the Exchange Act and/or Company included in the Securities Act, as the case may be, (iii) complied SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, (iv) with respect to the Issuer Financial Statements, were have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), covered thereby and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position condition of Issuer and its consolidated Subsidiaries the Company as of the dates thereof indicated and the consolidated results of its operations operations, changes in stockholders’ equity and cash flows of the Company for the periods then endedperiod indicated. BDO USASince December 31, LLP is an independent registered public accounting firm with respect to Issuer 2004, there has been no change in the assets, liabilities, financial condition, operating results or business of the Company and has not resigned or been dismissed as independent registered public accountants of Issuer its Subsidiaries, taken as a result whole, from that reflected in the audited consolidated financial statements and unaudited interim financial statements of the Company included in the SEC reports, except as set forth in the Disclosure Schedule or changes in the ordinary course of business that have not had and would not reasonably be expected to have, individually or in connection with any disagreement with Issuer on any matter of accounting principles or practicesthe aggregate, financial statement disclosure or auditing scope or proceduresa Material Adverse Effect.

SEC Reports. All formsGlobalstar has filed each form, report, schedule, registration statementsstatement, reportsregistration exemption, schedules if applicable, proxy statement and statements other document (together with all amendments thereof and supplements thereto) required to be filed by Issuer under Globalstar pursuant to the Exchange Securities Act or the Securities Exchange Act of 1934, as amended (all such documents, including the exhibits thereto, collectively the “Issuer SEC DocumentsExchange Act”) have been filed with the SEC on a timely basis. The Issuer SEC Documentssince November 2, including2006 (as such documents have since the time of their filing been amended or supplemented, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial StatementsSEC Reports”). Each of the SEC Reports filed or furnished on or prior to the date hereof, at the time of its filing, complied, and each of the SEC Reports filed (or furnished after the date hereof will comply, in all material respects, with the case applicable requirements of registration statementseach of the Exchange Act and the Securities Act and the rules and regulations thereunder. As of their respective dates, solely on the dates of effectiveness) (i) SEC Reports did not not, and any SEC Reports filed or furnished with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, (ii) complied as to form . The audited and unaudited consolidated financial statements of Globalstar included in the SEC Reports fairly present in conformity in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (vthereto) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer Globalstar and its consolidated Subsidiaries subsidiaries as of the dates thereof and the their consolidated results of its operations and cash flows changes in financial position for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect There has been no material adverse change to Issuer and the business or financial condition of Globalstar that has not resigned been disclosed in the SEC Reports or been dismissed as independent registered public accountants that has arisen since the date of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement the last SEC Report which would have required disclosure or auditing scope or proceduresthereof.

SEC Reports. All The Acquirer has timely furnished or filed all forms, registration statements, reports, schedules and statements other documents required to be furnished or filed by Issuer it under the Exchange Act or the Securities Act with the Commission since July 30, 2015 (all such documents, including documents filed prior to the exhibits theretodate hereof, collectively the “Issuer "SEC Documents”) have been filed with the SEC on a timely basis"). The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (iexcept to the extent corrected or superseded by a subsequent SEC Document) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iib) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or and the Securities Act, as the case may be. Any audited or unaudited financial statements and any notes thereto or schedules included in the SEC Documents (the "Acquirer Financial Statements"), at the time filed, (iiiA) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, (ivB) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved presented thereby (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Regulation SForm 10-X), Q of the Commission) and (vC) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer the Acquirer and its consolidated Subsidiaries subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP Xxxxxxx & Company is an the independent registered public accounting firm with respect to Issuer that performs auditing services for the Acquirer and has not resigned or been dismissed as independent registered public accountants of Issuer the Acquirer as a result of or in connection with any disagreement with Issuer the Acquirer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All (a) The Company has timely filed all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed by Issuer under the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documentssince its inception (collectively, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial StatementsCompany SEC Reports”), all of which, at the time of filing thereof (except as and to the extent such Company SEC Report has been modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement) complied in all material respects with all applicable requirements of the Exchange Act, the Securities Act, the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the rules and regulations promulgated thereunder applicable to such Company SEC Reports. As of their respective dates (except as and to the extent modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, in the case of registration statementsCompany SEC Reports filed prior to the date hereof, solely on or prior to the dates Effective Time, in the case of effectiveness) (i) did not contain subsequently-filed Company SEC Reports), none of the Company SEC Reports at the time of filing contained, nor will any report, schedule, form, statement or other document filed by the Company with the SEC after the date hereof and prior to the Effective Time contain, any untrue statement of a material fact or omit omitted, or will omit, to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements . Each of the Exchange Act and/or consolidated financial statements of the Securities ActCompany included or incorporated by reference in the Company SEC Reports complied, as or will comply if filed after the case may bedate hereof and prior to the Effective Time, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to have been, or will be if filed after the Issuer Financial Statementsdate hereof, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC and subject to normal year end audit adjustments which would not be material in amount or effect) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto) and fairly presented, or will fairly present if filed after the date hereof, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the assets, liabilities and the consolidated financial position of the Company and the Company Subsidiaries taken as a whole, as of the dates thereof and the consolidated results of operations, stockholders’ equity and cash flows for the periods then ended (except, in the case of unaudited statements, as permitted by Regulation SForm 10-XQ under the Exchange Act, which are subject to normal, recurring adjustments, none of which are material), and (v) with respect . No Company Subsidiary is subject to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as periodic reporting requirements of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresExchange Act.

SEC Reports. All Purchaser Parent has filed and made available to Seller via XXXXX all forms, registration statements, reports, schedules reports and statements required to be other documents publicly filed by Issuer Purchaser Parent with the Securities and Exchange Commission under the Exchange Act or the Securities Act (all Act, since January 1, 2019. All such forms, reports and other documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Issuer Financial Statements”)Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementsstatement, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (iix) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto, (ivy) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.Form

SEC Reports. All Parent has filed all forms, registration statements, reports, schedules reports and statements documents with the SEC that have been required to be filed by Issuer it under applicable laws prior to the Exchange Act or date hereof, and Parent will file prior to the Securities Act Effective Time all forms, reports and documents with the SEC that are required to be filed by it under applicable laws prior to such time (all such forms, reports and documents, including the exhibits theretotogether with any other forms, collectively the “Issuer SEC Documents”) have been reports or other documents filed by Parent with the SEC on a timely basis. The Issuer SEC Documentsor prior to the Effective Time that are not required to be so filed, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial StatementsParent SEC Reports”). Each Parent SEC Report complied, at or will comply, as the time case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Parent SEC Report was, or will be, filed. True and correct copies of all Parent SEC Reports filed (prior to the date hereof, whether or not required under applicable laws, have been furnished to the Company or are publicly available in the case Electronic Data Gathering, Analysis and Retrieval (EXXXX) database of registration statementsthe SEC. As of its filing date (or, solely if amended or superseded by a filing prior to the date of this Agreement, on the dates date of effectiveness) (i) such amended or superseded filing), each Parent SEC Report did not and will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is required to file any forms, (ii) complied as to form in all material respects reports or other documents with the applicable requirements SEC. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Exchange Sxxxxxxx-Xxxxx Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statementsany Parent SEC Report, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated disclosed in certifications filed with the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results Parent SEC Reports. Neither Parent nor any of its operations and cash flows for executive officers has received notice from any Governmental Entity challenging or questioning the periods then ended. BDO USAaccuracy, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned completeness, form or been dismissed as independent registered public accountants manner of Issuer as a result filing of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduressuch certifications.

SEC Reports. All The Sellers have filed or furnished, as applicable, on a timely basis, all forms, registration statements, reportscertifications, schedules reports and statements documents required to be filed or furnished by Issuer under it with the SEC pursuant to the Exchange Act or the Securities Act on or after December 31, 2011 (all the forms, statements, certifications, reports and documents filed or furnished since such documentsdate and those filed or furnished subsequent to the date hereof, including the exhibits any amendments thereto, collectively the “Issuer SEC DocumentsReports”) have been filed ). Each of the SEC Reports complied as to form in all material respects with the SEC on a timely basis. The Issuer SEC Documentsapplicable requirements of the Securities Act and the Exchange Act, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (rules and regulations promulgated thereunder applicable to the “Issuer Financial Statements”)SEC Reports. As of their respective dates, at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Except as set forth on Schedule 5.14, (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Actdate of this Agreement, as the case may be, (iii) complied as to form in all there are no material respects with applicable accounting requirements and with the published rules and regulations of outstanding or unresolved comments received from the SEC with respect thereto, (iv) with respect to any of the Issuer Financial Statements, were prepared SEC Reports. The consolidated inventory of the Sellers set forth in the SEC Reports was stated therein in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto orand in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) and presents fairly, in all material respects, the consolidated inventory of the Sellers as of the respective dates thereof (subject, in the case of unaudited financial statements, to normal period end adjustments). Reserves for markdowns, shortage, salvage, lower of cost or market, obsolete, excess, damaged or otherwise unsaleable and unusable inventory have been reflected in the SEC Reports in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and in the case of unaudited quarterly financial statements, as permitted by Regulation SForm 10-XQ under the Exchange Act), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All The Company has timely filed all forms, registration statementsdocuments, reports, schedules proxy statements and statements reports with the SEC required to be filed by Issuer the Company since January 1, 2009 under the Exchange Act and the Securities Act, as the case may be, together with any certificates required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx Act”) (as such reports and statements may have been amended since the date of their filing, the “Company SEC Reports”). As of their respective filing dates, or, if amended or restated prior to the date of this Agreement, as of the date of the last such amendment or applicable subsequent filing, the Company SEC Reports (i) complied in all material respects with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act (all such documentsand the Exchange Act, including as the exhibits theretocase may be, collectively the “Issuer SEC Documents”) have been filed with Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC on a timely basis. The Issuer SEC Documentsthereunder, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is currently required to file any forms, schedules, statements, reports or other documents with the SEC. To the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. The consolidated financial statements (iiincluding the related notes) complied as to form of the Company included in the Company SEC Reports (the “Financial Statements”) (i) fairly present in all material respects with the applicable requirements consolidated financial position of the Exchange Act and/or Company and its consolidated Subsidiaries as at the Securities Actrespective dates thereof and their consolidated results of operations and consolidated cash flows and changes in stockholders’ equity of the Company and its consolidated Subsidiaries for the respective periods then ended (subject, as in the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein including the notes thereto, ) and (ivii) with respect to the Issuer Financial Statements, were have been prepared in accordance with GAAP accounting principles generally accepted in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-Xthereto), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports. All Parent has filed all required forms, registration statements, reports, schedules and statements required to be filed by Issuer under the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed reports with the SEC on a timely basis. The Issuer SEC Documentssince January 1, including2001 (collectively, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial StatementsParent SEC Reports”), at all of which were prepared in all material respects in accordance with the time filed Securities Laws. As of their respective dates, Parent SEC Reports (or a) complied as to form in all material respects with the case applicable requirements of registration statements, solely on the dates of effectiveness) Securities Laws and (ib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements . Each of the Exchange Act and/or consolidated balance sheets of Parent included in or incorporated by reference into Parent SEC Reports (including the Securities Act, as the case may be, (iiirelated notes and schedules) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) presents in all material respects the consolidated financial position of Issuer Parent and its consolidated Parent Subsidiaries as of the dates thereof its date and each of the consolidated results statements of its operations income, retained earnings and cash flows of Parent included in or incorporated by reference into Parent SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Parent and Parent Subsidiaries for the periods then endedset forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and normal year-end audit adjustments which would not be material in amount or effect. BDO USA, LLP No Parent Subsidiary is an independent registered public accounting firm required to file any form or report with the SEC. The certificates of the Chief Executive Officer and Chief Financial Officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Act with respect to Issuer Parent SEC Reports, as applicable, are true and correct as of the date of this Agreement as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with their terms and has not resigned or been dismissed as independent registered public accountants otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresthe Exchange Act.

SEC Reports. All Parent has, since the consummation of its initial public offering, timely filed or furnished all material forms, registration statements, reports, schedules schedules, statements and statements other documents required to be filed by Issuer it with the SEC, together with any material amendments, restatements or supplements thereto, and all such forms, reports, schedules, statements and other documents required to be filed or furnished under the Securities Exchange Act or the Securities Act (all such documentsexcluding Section 16 under the Securities Exchange Act) (collectively, including the and together with any exhibits theretoand schedules thereto and other information incorporated therein, collectively the “Issuer Parent SEC DocumentsReports”) have been filed ). Each of the Parent SEC Reports, as of the respective date of its filing or, if amended, as of the date of the most recent amendment, complied in all material respects with the SEC on a timely basis. The Issuer SEC Documentsapplicable requirements of the Securities Act, including, without limitation, any audited or unaudited financial statements the Securities Exchange Act and any notes thereto rules and regulations promulgated thereunder applicable to the Parent SEC Reports. As of the respective date of its filing or schedules included most recent amendment, no Parent SEC Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein (or necessary to make the “Issuer Financial Statements”)statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Parent, as of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Parent SEC Reports. None of the information supplied by Parent for inclusion in the Proxy Statement will, at the date of mailing of the Proxy Statement (and any amendment or supplement thereto) and at the time filed (or in the case of registration statementsParent Stockholder Meeting, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Notwithstanding the foregoing, (ii) complied as to form in all material respects with the applicable requirements none of the Exchange Act and/or the Securities ActParent, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) Merger Sub I or Merger Sub II makes any representations or warranties with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated statements made or incorporated by reference in the notes thereto or, Proxy Statement based on information supplied by or on behalf of any Eos Company or any projections or forecasts included in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduressuch materials.

SEC Reports. All formsThe Company has timely filed or furnished, registration statementsas applicable, reports, schedules and statements with the SEC all Company SEC Reports required to be have been filed by Issuer under or furnished on or after the Exchange Act or Applicable Date. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein of 1933 (the “Issuer Financial StatementsSecurities Act”)) and as of their respective filing dates (in the case of all other Company SEC Reports), and except to the extent corrected by subsequent Company SEC Reports filed prior to the date hereof, each Company SEC Report (a) complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2022 (the “Sxxxxxxx-Xxxxx Act”), as the case may be, applicable to such Company SEC Report, (b) was prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and other applicable Law and (c) did not, as of such respective dates, or if amended or restated prior to the date hereof, at the time filed (of such later amendment or in the case of registration statementsrestatement, solely on the dates of effectiveness) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, not misleading. As of the date of this Agreement, (ii) complied as there are no outstanding or unresolved comments in comment letters received from the SEC with respect to form in all material respects with the applicable Company SEC Reports. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act and/or the Securities Actor is otherwise required to file any periodic forms, as the case may bereports, (iii) complied as to form in all material respects with applicable accounting requirements and schedules, statements or other documents with the published rules and regulations SEC. To the Knowledge of the SEC with respect theretoCompany, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and date hereof, no Company SEC Report is the consolidated results subject of its operations and cash flows for ongoing SEC review or outstanding SEC investigations. No Subsidiary of the periods then ended. BDO USA, LLP Company is an independent registered public accounting firm with respect subject to Issuer and has not resigned the reporting requirements of Section 13(a) or been dismissed as independent registered public accountants 15(d) of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresthe Exchange Act.

SEC Reports. All formsThe Parent has furnished or made available to the Company complete and accurate copies, as amended or supplemented, of its (a) registration statementsstatements on Form S-1 or other applicable form (collectively, reportsRegistration Statements”) for registering securities under the Securities Act of 1933, schedules as amended (the “Securities Act”), and statements (b) all reports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Report on Form 10-K for the fiscal years ended December 31, 2014, and 2013, as filed with the SEC, which contained audited balance sheets of the Parent as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015 (iii) all other reports filed by Issuer the Parent under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis(such of the foregoing filings with the SEC are collectively referred to herein as the “Parent SEC Reports”). The Issuer Parent SEC DocumentsReports constitute all of the documents required to be filed or furnished by the Parent with the SEC, includingincluding under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, without limitationthrough the date of this Agreement. The Parent SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any audited or unaudited of the Parent SEC Reports. As of their respective dates, the Parent SEC Reports, including any financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) schedules or exhibits included or incorporated by reference therein, did not contain contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSH Subsidiaries is required to file or furnish any forms, (ii) complied as to form in all material respects reports or other documents with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresSEC.

SEC Reports. All (a) Holdings has filed all reports, forms, registration statementsregistrations, reportsschedules, schedules statements and statements other documents required to be filed by Issuer under it with the Exchange SEC since January 1, 1997 (the "Holdings SEC Reports"). As of their respective dates, the Holdings SEC Reports complied in all material respects with the requirements of the Securities Act or the Securities Act (all such documentsExchange Act, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in as the case may be, and the applicable rules and regulations promulgated thereunder. Except to the extent that information contained in any Filed Holdings SEC Report has been revised, amended or superseded by a later Filed Holdings SEC Report, none of registration statementsthe Filed Holdings SEC Reports, solely on the dates of effectiveness) (i) did not contain when filed, contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made herein with respect to any information relating to the Company and its subsidiaries. For purposes of this Agreement, the Holdings SEC Reports filed and publicly available prior to the date of this Agreement (iias revised, amended or superseded by the Holdings SEC Reports filed and publicly available prior to the date of this Agreement) are hereinafter referred to as the "Filed Holdings SEC Reports." (b) Worldwide has filed all reports, forms, registrations, schedules, statements and other documents required to be filed by it with the SEC since January 1, 1997 (the "Worldwide SEC Reports"). As of their respective dates, the Worldwide SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with and the applicable accounting requirements and with the published rules and regulations promulgated thereunder. Except to the extent that information contained in any Filed Worldwide SEC Report has been revised, amended or superseded by a later Filed Worldwide SEC Report, none of the Filed Worldwide SEC with respect theretoReports, (iv) when filed, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made herein with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect any information relating to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer Company and its consolidated Subsidiaries subsidiaries. For purposes of this Agreement, the Worldwide SEC Reports filed and publicly available prior to the date of this Agreement (as amended, revised or superseded by the Worldwide SEC Reports filed and publicly available prior to the date of this Agreement) are hereinafter referred to as the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures"Filed Worldwide SEC Reports." Section 4.8

SEC Reports. All forms(a) The Company SEC Reports complied, registration statementsas of their respective dates of filing, reports, schedules and statements required to be filed by Issuer under the Exchange Act or in all material respects with all applicable requirements of the Securities Act (all such documentsand the Exchange Act. As of their respective dates, none of the Company SEC Reports, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”)therein, at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading in light of the circumstances under which they were made. Each of the balance sheets (including the related notes and schedules) included in the Company SEC Reports fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, not misleadingand each of the statements of operations and cash flow (including the related notes and schedules) included in the Company SEC Reports fairly presented in all material respects the consolidated results of operations and cash flows of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates set forth therein, in each case, in accordance with GAAP applied on a consistent basis during the periods presented, except as otherwise noted therein, and subject to normal year-end and audit adjustments in the case of any unaudited interim financial statements. Each of the financial statements (iiincluding the related notes and schedules) included in the Company SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (ivii) with respect to the Issuer Financial Statements, were was prepared in accordance with GAAP applied on a consistent basis during the periods involved (presented, except as may be indicated in the notes thereto orotherwise noted therein, and subject to normal year end and audit adjustments in the case of any unaudited interim financial statements. Except for the Company, as permitted by Regulation S-X)none of the Company or its Subsidiaries is required to file any forms, and (v) reports or other documents with respect to the Issuer Financial StatementsSEC, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) NYSE or any other foreign or domestic securities exchange or Governmental Authority with jurisdiction over securities Laws. Since December 12, 2004, the Company has filed, in all material respects respects, all reports, registration statements and other filings required to be filed by it with the consolidated financial position of Issuer and its consolidated Subsidiaries as SEC. To the Knowledge of the dates thereof Company, since December 12, 2004, the Company’s directors, officers and shareholders, have filed, in all material respects, all reports, registration statements and other filings regarding the consolidated results of its operations and cash flows for Company that are required to be filed by them with the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresSEC.

SEC Reports. All The Company has filed or furnished all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents (and exhibits thereto) required to be filed or furnished by Issuer the Company under the Exchange Act or the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (all such documentsthe foregoing materials, as the same may be amended, including the exhibits theretothereto and documents incorporated by reference therein, being collectively referred to herein as the “Issuer "SEC Documents”Reports") have been filed with and any notices, reports or other filings pursuant to applicable requirements of the SEC Trading Market for a period of 12 months preceding the date hereof (or such shorter period as the Company was required by law to file or furnish such material) on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports and notices, reports or other filings pursuant to applicable requirements of the Trading Market prior to the expiration of any such extension. The Issuer As of their respective dates, the SEC DocumentsReports complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, includingas applicable, without limitationand the Rules and Regulations, any audited or unaudited financial statements and any notes thereto or schedules included therein (including but not limited to Regulation S-X. None of the “Issuer Financial Statements”)SEC Reports, at the time filed (or in the case of registration statementswhen filed, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package, the Prospectus and the SEC Reports conform to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and the Rules and Regulations to be described in the Registration Statement, Pricing Disclosure Package, the Prospectus, or the SEC Reports or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure Package, the Prospectus, or the SEC Reports, or (ii) complied as is material to form the Company's business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects with and is enforceable against the applicable requirements of Company and, to the Exchange Act and/or Company's knowledge, the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect other parties thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved its terms, except (except x) as such enforceability may be indicated in limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X)federal and state securities laws, and (vz) with respect that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the Issuer Financial Statements, fairly present (subject in equitable defenses and to the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as discretion of the dates thereof court before which any proceeding therefore may be brought. None of such agreements or instruments has been assigned by the Company, and neither the consolidated results Company nor, to the best of the Company's knowledge, any other party is in default thereunder and, to the best of the Company's knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company's knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its operations assets or businesses, including, without limitation, those relating to environmental laws and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresregulations.

SEC Reports. All forms, The Company has filed or furnished (as applicable) all registration statements, forms, reports, schedules certifications and statements other documents required to be filed by Issuer under the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed Company with the SEC since January 1, 2008. All such registration statements, forms, reports and other documents (including those filed or furnished by the Company during such period, whether or not required to be so filed or furnished, and that the Company may file after the date hereof until the Closing) are referred to herein as the “Company SEC Reports,” and the Company has made available to the Parent copies of all Company SEC Reports to the extent not available on the SEC’s XXXXX system. The Company SEC Reports, after giving effect to any amendments or supplements thereto, (i) were or will be filed on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), ii) at the time filed filed, complied, or will comply when filed, as of each respective filing date as to form in all material respects with the requirements of the Securities Act and the Exchange Act applicable to such Company SEC Reports and (or in the case of registration statements, solely on the dates of effectiveness) (iiii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading, (ii) complied as . The Company has made available to form in Parent copies of all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of comment letters received from the SEC with respect theretoand relating to Company SEC Reports for the period from January 1, 2008 through the date of this Agreement and copies of all responses thereto to the extent not available on the SEC’s XXXXX system. Prior to the Closing, the Company will make available to Parent copies of all comment letters received from the SEC and relating to Company SEC Reports for the period from the date of this Agreement through the Closing Date and copies of all responses thereto to the extent not available on the SEC’s XXXXX system. There are (iva) no outstanding or unresolved comments from the SEC staff with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), Company SEC Documents and (vb) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as no ongoing SEC inquiries or investigations regarding accounting practices of the dates thereof and Company. Section 3.5 of the consolidated results of its operations and cash flows for Company Disclosure Schedule lists all effective registration statements filed by the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned Company on Form S-3 or been dismissed as independent registered public accountants of Issuer as a result of Form S-8 or in connection with any disagreement with Issuer otherwise relying on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresRule 415 under the Securities Act.

SEC Reports. All forms, registration statements, reports, schedules and statements required Until the Company becomes subject to be filed by Issuer under the reporting requirements of Section 13 or 15(d) of the Exchange Act or Act, the Company will make available to the Trustee and the registered Holders of the Securities Act the annual reports and the information, documents and other reports (all or copies of such documents, including portions of any of the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with foregoing as the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements may by rules and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or regulations prescribe) that are specified in the case of registration statements, solely on the dates of effectivenessSections 13 and 15(d) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and/or with respect to U.S. companies that are subject to such reporting requirements within the time periods specified therein or in the relevant forms. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management's Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries. In addition, the Issuers and the Subsidiary Guarantors have agreed that they will make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. For purposes of this covenant, the Issuers and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Securities as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and required by this covenant if it has filed such reports with the published rules SEC via the EDGAR filing system and regulations such reports are publicly available. Xxe filing requirements set forth above for the applicable period may be satisfied by the Company prior to the commencement of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC with respect of the exchange offer registration statement and/or Shelf Registration Statement, and any amendments thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by such financial information that satisfies Regulation S-X)X of the Securities Act; provided that this paragraph shall not supersede or in any manner suspend or delay the Company's reporting obligations set forth in the first three paragraphs of this covenant. In the event that any direct or indirect parent company of the Company becomes a guarantor of the Securities, the Company may satisfy its obligations under this covenant by furnishing financial information relating to such parent; provided that (x) such financial statements are accompanied by consolidating financial information for such parent, the Company, the Subsidiary Guarantors and the Subsidiaries of the Company that are not Subsidiary Guarantors in the manner prescribed by the SEC and (vy) with such parent is not engaged in any business in any material respect other than incidental to the Issuer Financial Statementsits ownership, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as directly or indirectly of the dates thereof and Capital Stock of the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresCompany.

SEC Reports. All formsThe Parent has furnished or made available to the Company complete and accurate copies, as amended or supplemented, of its (a) registration statementsstatements on Form S-1 or other applicable form (collectively, reportsRegistration Statements”) for registering securities under the Securities Act of 1933, schedules as amended (the “Securities Act”), and statements (b) all reports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Report on Form 10-K for the fiscal years ended December 31, 2014, and 2013, as filed with the SEC, which contained audited balance sheets of the Parent as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended Xxxxx 00, 0000 (xxx) all other reports filed by Issuer the Parent under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis(such of the foregoing filings with the SEC are collectively referred to herein as the “Parent SEC Reports”). The Issuer Parent SEC DocumentsReports constitute all of the documents required to be filed or furnished by the Parent with the SEC, includingincluding under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, without limitationthrough the date of this Agreement. The Parent SEC Reports have complied and remain compliant in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any audited or unaudited of the Parent SEC Reports. As of their respective dates, the Parent SEC Reports, including any financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) schedules or exhibits included or incorporated by reference therein, did not contain contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the DSH Subsidiaries is required to file or furnish any forms, (ii) complied as to form in all material respects reports or other documents with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresSEC.

SEC Reports. All (a) Except as set forth on Section 3.6 of the Seller Disclosure Schedules, Seller has timely filed or furnished on a timely basis all reports, schedules, forms, registration statements, reports, schedules statements and statements other documents required to be filed by Issuer it under the Securities Act, the Exchange Act or the Securities Xxxxxxxx-Xxxxx Act of 2002 (all such documents, including the exhibits theretorules and regulations promulgated thereunder, collectively collectively, the “Issuer Xxxxxxxx-Xxxxx Act”) with the SEC since January 1, 2014 (together with all exhibits, financial statements and schedules thereto and all information incorporated therein by reference, the “SEC Documents”). As of its respective date, or, if amended prior to the date hereof, as of the date of the last such amendment, and giving effect to any amendments or supplements thereto filed prior to the date hereof, each SEC Document complied when filed or furnished (or, if applicable, when amended) have been filed in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, in each case to the extent applicable to such SEC on a timely basis. The Issuer Document, none of the SEC Documents, including, without limitation, any audited Documents when filed or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial Statements”), at the time filed furnished (or in the case of a registration statementsstatement under the Securities Act, solely on at the dates of effectivenesstime it was declared effective) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (and no SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date of such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) complied as to form ). Seller is in compliance in all material respects with the applicable requirements provisions of the Exchange Xxxxxxxx-Xxxxx Act and/or and, except as set forth on Section 3.6(a) of the Securities ActSeller Disclosure Schedules, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published applicable listing and governance rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. BDO USA, LLP is an independent registered public accounting firm with respect to Issuer and has not resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any disagreement with Issuer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or proceduresNASDAQ.

SEC Reports. All Since January 1, 2020, Viewbix Parent has filed all forms, registration statements, reports, schedules reports and statements documents with the SEC that have been required to be filed by Issuer it under applicable laws prior to the Exchange Act or the Securities Act date hereof (all such forms, reports and documents, including the together with all documents filed or furnished on a voluntary basis and all exhibits and schedules thereto, collectively the “Issuer SEC Documents”) have been filed with the SEC on a timely basis. The Issuer SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Issuer Financial StatementsReports”). As of its filing date (or, at if amended or superseded by a filing prior to the time filed (or in the case date of registration statementsthis Agreement, solely on the dates date of effectiveness) such amended or superseded filing), (i) each Company Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and/or the Sxxxxxxx-Xxxxx Act, as the case may be, each as in effect on the date such Company Report was filed, and (ii) each Company Report did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the Knowledge of the Company, (ii) complied as to form none of the SEC Reports is the subject of ongoing SEC review or investigation. The financial statements included in the SEC Reports comply in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, (iv) with respect to thereto as in effect at the Issuer Financial Statements, were time of filing. The financial statements included in the SEC Reports have been prepared in accordance with GAAP generally accepted accounting principles in the United States applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X“GAAP”), and (v) with respect to fairly represent the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer Viewbix Parent and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments and the omission of certain footnotes. BDO USAExcept as set forth in the SEC Reports, LLP is an independent registered public accounting firm with respect Viewbix Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to Issuer and has not resigned or been dismissed as independent registered public accountants be set forth on a balance sheet of Issuer as a result of Viewbix Parent or in connection with any disagreement with Issuer on any matter the notes thereto. As of accounting principles or practicesthe Merger Effective Date, financial statement disclosure or auditing scope or proceduresall liabilities of Viewbix Parent shall have been paid off and shall in no event remain liabilities of Viewbix Parent following the Merger Effective Date, other than immaterial liabilities that will be scheduled prior to the Merger Effective Date.

SEC Reports. All Issuer has filed all required forms, registration statements, reports, statements, schedules and statements required to be filed by Issuer under the Exchange Act or correspondence and other documents with the Securities Act and Exchange Commission (all such documents“SEC”) for each of the Issuer’s last three fiscal years (collectively, including the exhibits thereto, collectively the “Issuer SEC DocumentsReports”) have been ). The Issuer SEC Reports were filed with the SEC on a timely basis. The , and Issuer has furnished, or will furnish within ten (10) days following the execution of this Agreement, to the Members true and complete copies of all of the Issuer SEC DocumentsReports. None of the Issuer SEC Reports, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein as of their respective dates (as amended through the “Issuer Financial Statements”date hereof), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All of the Issuer SEC Reports, as of their respective dates (ii) as amended through the date hereof), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and/or of 1934 and the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereunder. The financial statements, (iv) with respect to including all related notes and schedules, contained in the Issuer Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved SEC Reports (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted or incorporated by Regulation S-X), and (vreference therein) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of its operations and cash flows of Issuer for the periods then endedindicated in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments and the absence of notes. BDO USAFor purposes of this Agreement, LLP is an independent registered public accounting firm with respect to Issuer the balance sheet and has not resigned or been dismissed as independent registered public accountants statement of operations of Issuer as a result of or in connection with any disagreement with March 31, 2006, is referred to as the “Issuer on any matter Balance Sheet and Statement of accounting principles or practices, financial statement disclosure or auditing scope or proceduresOperations" and the date thereof is referred to as the “Issuer Balance Sheet Date”.

SEC Reports. All The Company and UTV have filed with the SEC, and have heretofore made available to Buyer true and complete copies of, all forms, registration statements, reports, schedules schedules, statements and statements other documents required to be filed with the SEC by Issuer under the Exchange Company and UTV since January 1, 1997 (together with all information incorporated therein by reference, the "Company SEC Reports"). Except for UTV, no subsidiary of the Company is required to file any form, report, schedule, statement or other document with the SEC. As of their respective dates, the Company SEC Reports complied in all material respects with the requirements of the Securities Act or the Securities Act (all such documentsExchange Act, including as the exhibits theretocase may be, collectively and the “Issuer SEC Documents”) have been filed with rules and regulations of the SEC on a timely basis. The Issuer promulgated thereunder applicable to such Company SEC DocumentsReports, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (none of the “Issuer Financial Statements”), Company SEC Reports at the time they were filed (or in the case of registration statements, solely on the dates of effectiveness) (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, . The financial statements (iiincluding the related notes) complied as to form included in all material respects with the applicable requirements of the Exchange Act and/or the Securities Act, as the case may be, (iii) complied Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) with respect to the Issuer Financial Statements, were have been prepared in accordance with GAAP U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by forms or rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Regulation S-X), thereto) and (v) with respect to the Issuer Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of Issuer the Company and its UTV and their respective consolidated Subsidiaries subsidiaries as of the dates thereof and the their respective consolidated results of its operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). BDO USAExcept as and to the extent set forth in Section 3.7 of the Company Disclosure Schedule, LLP is an independent registered public accounting firm with respect to Issuer the Company and has its subsidiaries do not resigned have any liability or been dismissed as independent registered public accountants obligation of Issuer as a result of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in connection with any disagreement with Issuer on any matter of accounting principles or practicesthe aggregate, financial statement disclosure or auditing scope or procedureshave a Company Material Adverse Effect.