Common use of SEC Reports Clause in Contracts

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, forms, statements and other documents that it is required to file or furnish be filed by it under the Securities Act Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the Securities Exchange Act of 1934, two years preceding the date hereof (or such shorter period as amended, and the rules and regulations promulgated thereunder Company was required by law or regulation to file such material) (the “Exchange Act”) since February 25foregoing materials, 2012 (such documents, as supplemented or amended since including the time of filing, exhibits thereto and together with all information documents incorporated by reference therein, and the Registration Statements on Form S-1 filed by the Company under the Securities Act being collectively referred to herein as the “SEC Reports”). No Subsidiary ) 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 Company is required expiration of any such extension, except where the failure to file with on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the SEC Shares and the Warrant Shares for resale on Form S-1 or which would prevent any such forms, reports, schedules, statements or other documents pursuant Purchaser from using Rule 144 to Section 13 or 15 of the Exchange Actresell any Securities). As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports)dates, except as and or to the extent modified, amended, restated, corrected, updated or superseded corrected by any a subsequent SEC Report filed and publicly available prior to the date of this Agreementrestatement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and the rules and regulations of the Commission promulgated thereunder, and (ii) did not contain 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 light of the circumstances under which they were made, not misleading. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(fhas never been an issuer subject to Rule 144(i) under the Exchange Securities Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. Since January 1, 1998, to the best of its knowledge Buyer has filed all required forms, reports and documents (a"Buyer SEC Reports") Except with respect the Securities and Exchange Commission (the "SEC") required to certain matters addressed in be filed by it pursuant to the letter received from the staff of the Division of Corporation Finance of federal securities laws and the SEC (the “SEC Staff”), dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25thereunder, 2012 (such documents, as supplemented or amended since the time all of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) which have complied in all material respects with the all applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and (ii) did not contain the rules and interpretive releases promulgated thereunder. None of such Buyer SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s consolidated balance sheets in or incorporated by reference into the Buyer SEC Reports fairly presents or will fairly present the financial reporting and the preparation position of the Company’s financial 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, of the entity or entities to which it relates for external purposes the period set forth therein (subject in the case of unaudited interim statements, to normal yearend audit adjustments) in each case in accordance with United States generally generally-accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain applicable to the maintenance of records thatparticular entity consistently applied throughout the periods involved, in reasonable detail, accurately except as may be noted therein; and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention independent certified public accountants for Buyer have rendered or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act will render an unqualified opinion with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” each audited financial statement included in the Company’s internal controls over financial reportingBuyer SEC Reports. The term “material weakness” shall have the meaning assigned to it consolidated financial statements included in the Statements of Auditing Standards 112 and 115, Buyer SEC Reports are hereinafter sometimes collectively referred to as in effect on the date hereof"Buyer Financial Statements."

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company Acquiror has filed with or otherwise furnished to the SEC on a timely basis all material forms, reports, schedulesstatements, statements certifications and other documents that it is (including all exhibits, amendments and supplements thereto) required to file or furnish under be filed by it with the Securities Act or the Securities Exchange Act of 1934SEC since January 1, as amended2017 (all such forms, reports, statements, certificates and the rules and regulations promulgated thereunder (the “Exchange Act”) other documents filed since February 25January 1, 2012 (such documents2017, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereincollectively, the “Acquiror SEC Reports”). No Subsidiary A true and complete copy of each Acquiror SEC Report is available on the Company is required to file with website maintained by the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Actat ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. As of their respective effective dates of filing with the SEC (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated amended or superseded by any a subsequent filing prior to the date hereof, as of the date of such subsequent filing made prior to the date hereof), each of the Acquiror SEC Report filed and publicly available Reports, as amended prior to the date of this Agreement, the SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations promulgated thereunder and other applicable Legal Requirement, and each as in effect on the date of any such filing. (iia) did not contain None of the Acquiror SEC Reports contained, when filed (or, to the extent amended or superseded by a subsequent filing, as of the date of such subsequent filing), 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 were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Acquiror SEC Reports and, to the knowledge of Acquiror, none of the Acquiror SEC Reports is the subject of ongoing SEC review. Since September 28, 2016, Acquiror has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (b) The Company maintains a system Each of “internal controls over the financial reporting” statements included in (i) the Form 10-K, filed by Acquiror with the SEC on February 17, 2017 (as defined in Rules 13a-15(fsubsequently amended on April 28, 2017) or (ii) the Forms 10-Q filed by the Acquiror with the SEC on each of May 5, 2017, August 3, 2017 and 15a-15(fOctober 31, 2017 (including the related notes, where applicable) under fairly presented the Exchange Act) that provides reasonable assurance regarding consolidated financial position of Acquiror and its Subsidiaries and the reliability results of the Company’s financial reporting consolidated statements of operations, changes in stockholders’ equity and cash flows of Acquiror and its Subsidiaries for the preparation respective fiscal periods or as of the Company’s respective dates therein set forth (subject, in the case of the unaudited financial statements, to normal recurring adjustments which were not or are not expected to be material in nature or amount). Each of such financial statements (including the related notes, where applicable), complied at the applicable time of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing) in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such financial statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods involved, except in the case of the unaudited financial statements for external purposes in accordance with United States generally accepted accounting principles the absence of footnotes and normal adjustments as in effect from time to time (“GAAP”) permitted by the rules and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions regulations of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statementsSEC. (c) The Company maintains a system Since September 28, 2016, each of “disclosure controls the chief executive officer of Acquiror and procedures” the chief financial officer of Acquiror (or each former chief executive officer of Acquiror and each former chief financial officer of Acquiror, as defined in Rules 13a-15(eapplicable) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information has made all certifications required to be disclosed by the Company in the reports that it files Rule 13a-14 or submits 15d-14 under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules Section 302 and forms Section 906 of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act 2002 with respect to such reportsthe Acquiror SEC Reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in for the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company has Company's Form 10-K/A filed with or otherwise furnished to the SEC Commission on October 31, 2022, all material forms, registration statements, reports, schedules, schedules and statements and other documents that it is filed or required to file or furnish be filed by Issuer under the Securities Exchange Act or the Securities Exchange Act of 1934(all such documents, as amendedincluding 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 the rules and regulations promulgated thereunder any notes thereto or schedules included therein (the “Exchange ActIssuer Financial Statements”) since February 25), 2012 (such documents, as supplemented or amended since at the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements filed (or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to statements, solely on the requirements dates of the Securities Acteffectiveness) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded complied as necessary to permit preparation form in all material respects with the applicable requirements of financial statements 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 GAAPGAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, and that receipts and expenditures in the case of the Company are being made only in accordance with authorizations of management and directors of the Companyunaudited statements, as permitted by Regulation S-X), and (iiiv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. the Issuer Financial Statements, fairly present (dsubject in the case of unaudited statements to normal and recurring audit adjustments) Since January 1, 2010, in all material respects the Company 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. PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to Issuer and has not received resigned or been dismissed as independent registered public accountants of Issuer as a result of or in connection with any written ordisagreement with Issuer on any matter of accounting principles or practices, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofstatement disclosure or auditing scope or procedures.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is reports required to file or furnish be filed by it under the Securities Act or the Securities Exchange Act of 1934for the most recent twelve-month period, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 other than Current Reports on Form 8-K (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereinfiled reports, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) filed since January 1, 2024 complied in all material respects with applicable accounting requirements and the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports, the financial statements included in the SEC Reports were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (iiexcept as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) did not contain and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, and none of such SEC Reports, at the time they were filed with the SEC, 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under . Since the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of date the Company are being made only in accordance filed its most recent Quarterly Report on Form 10-Q, other than the transaction contemplated hereby and similar transactions with authorizations other holders of management and directors of the Companywarrants to purchase Common Stock, and (iii) provide reasonable assurance regarding prevention no material event or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information circumstance has occurred which would be required to be publicly disclosed by pursuant to the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms provisions of Sections 1 through 5 of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company Form 8-K which has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect been so publicly disclosed on the date hereof.Form 8-K.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, forms, statements and other documents that it is required to file or furnish be filed by the Company under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the “Exchange Act”) since February 25foregoing materials, 2012 (such documents, as supplemented or amended since including the time of filing, exhibits thereto and together with all information documents incorporated by reference therein, therein being collectively referred to herein as the “SEC Reports”). No Subsidiary ) on a timely basis or has received a valid extension of the Company is required to file with the SEC such time of filing and has filed any such forms, reports, schedules, statements or other documents pursuant SEC Reports prior to Section 13 or 15 the expiration of the Exchange Actany such extension. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and (ii) did not contain 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. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability statements of the Company’s financial reporting Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the preparation rules and regulations of the Company’s Commission with respect thereto as in effect at the time of filing. Such financial statements for external purposes have been prepared in accordance with United States U.S. generally accepted accounting principles as in effect from time to time applied on a consistent basis during the periods involved (“US GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that), except as may be otherwise specified in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of such financial statements in accordance with or the notes thereto and except that unaudited financial statements may not contain all footnotes required by US GAAP, and that receipts and expenditures fairly present in all material respects the financial position of the Company are being made only in accordance with authorizations and its consolidated Subsidiaries as of management and directors for the dates thereof and the results of operations and cash flows for the Companyperiods then ended, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionsubject, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms case of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written orunaudited statements, to the knowledge of the Companynormal, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115immaterial, as in effect on the date hereofyear-end audit adjustments.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff The Common Stock of the Division Company is registered pursuant to Section 12(b) or 12(g) of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with Company has timely filed all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or forms, statements, and other documents required to be filed by it with the SEC pursuant to Section 13 or 15 the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) . All material contracts and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability other documents of the Company’s Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial reporting statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the preparation published rules and regulations of the Company’s financial statements for external purposes SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records thatexcept, in reasonable detailthe case of unaudited statements, accurately as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly reflect present the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures position of the Company are being made only in accordance with authorizations of management and directors as of the Companydates thereof and the results of its operations and cash flows for the periods then ended (subject, and (iii) provide reasonable assurance regarding prevention or timely detection in the case of unauthorized acquisitionunaudited statements, use, or disposition to normal year-end audit adjustments). As of the Company’s assets that could have date hereof, the Company has, on a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information timely basis, made all filings required to be disclosed made by the Company in with the reports that it files or submits under the Exchange Act is recorded, processed, summarized SEC and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated eligible to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act file a registration statement on Form S-3 with respect to such reports. (d) Since January 1, 2010, outstanding shares of its Common Stock to be offered for sale for the Company has not received account of any written or, to the knowledge of person other than the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements reports and other documents that it is with the SEC required to file be filed or furnish under furnished by the Securities Act or the Securities Exchange Act of 1934Company since December 31, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 2003 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated any reports filed during such period by reference thereinthe Company with the SEC on a voluntary basis on Form 8-K, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the Company SEC Reports (i) complied in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act, Act 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. Each of the financial statements (including the related notes) of the Company included in the Company SEC Reports complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing, was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). As the date of this Agreement, there are no outstanding comment letters or requests for information from the SEC with respect to any Company SEC Report. No Subsidiary is required to file any form, report or other document with the SEC. (b) The Company has timely filed or furnished all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to any Company SEC Report. The Company maintains a system of “internal disclosure controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act) that provides ; such controls and procedures are designed to ensure and are effective to provide reasonable assurance regarding that all material information concerning the reliability of Company and its Subsidiaries is made known on a timely basis to the Company’s financial reporting and individuals responsible for the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) SEC filings and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statementsother public disclosure documents. (c) The Company maintains a system has disclosed, based on prior evaluations of “such disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating procedures prior to the Company is accumulated and communicated date hereof, to the Company’s management as appropriate to allow timely decisions regarding required disclosure auditors and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge audit committee of the Company’s board of directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, oral notification of process, summarize and report financial information, and (ii) any fraud, whether or not material, known to the Company that involves management or other employees who have a “material weakness” significant role in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements As of Auditing Standards 112 and 115, as in effect on the date hereof, the Company’s management has not notified the Company’s auditors and audit committee since the latest Report on Form 10-K of any significant deficiency, material weakness or fraud. (d) The Company has accounted for its stock options in accordance with GAAP for the fiscal years ended December 31, 2004, 2005 and 2006. The Company does not have any program or practice in place to (i) time stock option grants to employees or directors with the release of material non-public information in a manner intended to improperly favor employees or directors or (ii) set the exercise prices in coordination with such release in a manner intended to improperly favor employees or directors.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company The Purchaser has filed with or otherwise furnished to the SEC all material formsrequired registration statements, prospectuses, reports, schedules, statements forms, statements, certifications and other documents that it is required to file (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed, whether or furnish under not available through E▇▇▇▇) with the Securities Act or the Securities Exchange Act of 1934SEC since January 1, as amended, and the rules and regulations promulgated thereunder 2020 (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Purchaser SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in dates, the case of Purchaser SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to the Purchaser SEC Reports, and none of the Purchaser SEC Reports when filed and at their respective effective times, if applicable, 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 (but before the date of this Agreement) 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 any of the Purchaser SEC Reports, and, to the Knowledge of Purchaser, none of the Purchaser SEC Reports is the subject of any outstanding SEC investigation or review. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) Purchaser and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting its Subsidiaries have implemented and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “maintain disclosure controls and procedures” procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) ), as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that material information related to Purchaser, including its consolidated Subsidiaries, required to be disclosed by Purchaser in the reports that it files or submits under the Exchange Act is reasonably designed accumulated and communicated to the principal executive officer and principal financial officer of Purchaser to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company Purchaser in the reports that it files or submits under the Exchange Act is recorded, processed, summarized summarized, and reported within the time periods specified in the SEC’s rules and forms forms. (c) Purchaser and its Subsidiaries have implemented and maintain a system of the SEC, internal control over financial reporting (as defined in Rules 13a-15(f) and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required 15d-15(f) under the Exchange Act Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with respect to such reportsGAAP. (d) Since January 1, 2010, the Company has not received any written or, Based on its most recent evaluation of its internal controls prior to the knowledge date hereof, Purchaser has disclosed to its auditors and its audit committee (i) all known significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the CompanyExchange Act) which are reasonably likely to adversely affect in any material respect its ability to record, oral notification of process, summarize and report its consolidated financial information and (ii) any known fraud, whether or not material, that involves management or other employees who have a “material weakness” significant role in the Company’s its internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed as set forth in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012Reports, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, forms, statements and other documents that it is required to file or furnish be filed by the Company under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the “Exchange Act”) since February 25foregoing materials, 2012 (such documents, as supplemented or amended since including the time of filing, exhibits thereto and together with all information documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”). No Subsidiary ) on a timely basis or has received a valid extension of the Company is required to file with the SEC such time of filing and has filed any such forms, reports, schedules, statements or other documents pursuant SEC Reports prior to Section 13 or 15 the expiration of the Exchange Actany such extension. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and (ii) did not contain 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. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability statements of the Company’s financial reporting Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the preparation rules and regulations of the Company’s Commission with respect thereto as in effect at the time of filing. Such financial statements for external purposes have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time applied on a consistent basis during the periods involved (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that), except as may be otherwise specified in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of such financial statements in accordance with or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and that receipts and expenditures fairly present in all material respects the financial position of the Company are being made only in accordance with authorizations and its consolidated Subsidiaries as of management and directors for the dates thereof and the results of operations and cash flows for the Companyperiods then ended, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionsubject, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms case of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written orunaudited statements, to the knowledge of the Companynormal, oral notification of a “material weakness” in the Company’s internal controls over financial reportingimmaterial, year-end audit adjustments. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.​

SEC Reports. Financial Statements; Undisclosed Liabilities. ---------------------------------------------------------- (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under be filed by it with the Securities Act or SEC since its inception pursuant to the Securities Exchange Act of 1934, as amended, federal securities laws and the SEC rules and regulations promulgated thereunder (the “Exchange Act”) since February 25thereunder, 2012 (such documentsall of which, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports)dates, except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder (ii) did not contain collectively, the "Company SEC Reports"). None of the Company SEC Reports, including, without limitation, any financial statements or schedules included therein, as of their respective dates, 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. (b) The Company maintains a system of “internal controls over financial reporting” statements (as defined in Rules 13a-15(fincluding the related notes thereto) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting Company included in the Company SEC Reports comply in all material respects with applicable accounting requirements and the preparation published rules and regulations of the Company’s financial statements for external purposes SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles ("GAAP ") in the United States applied on a consistent basis during the periods involved (except as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAPotherwise noted therein), and that receipts and expenditures present fairly the consolidated financial position of the Company are being made only and its consolidated Company Subsidiaries as of their respective dates, and the consolidated results of their operations and cash flows for the periods presented therein (subject, in accordance with authorizations of management and directors the case of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s unaudited interim financial statements, to normal year-end adjustments). (c) The Company maintains a system of “disclosure controls and procedures” Except (i) as defined set forth in Rules 13a-15(eSection 3.4(c) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under Disclosure Schedule, (ii) as set forth in the Exchange Act consolidated balance sheet of the Company as of March 31, 1999 set forth in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (the "Balance Sheet") and (iii) for current liabilities and obligations incurred in the ordinary course of business consistent with respect to such reportspast practice since March 31, 1999 (and not materially different in type or amount), neither the Company nor any Company Subsidiary has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (d) Since January 1All accounts receivable of the Company and each Company Subsidiary that are reflected in the Balance Sheet or on the accounting records of the Company and the Company Subsidiaries as of the date any Shares have been accepted for payment pursuant to the Offer represent and will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. Section 3.4(d) of the Company Disclosure Schedule contains a complete and accurate aged accounts receivable list of the Company and the Company Subsidiaries as of June 30, 20101999. As of the date any Shares have been accepted for payment pursuant to the Offer, there shall have been no material increase in the accounts receivable of the Company and the Company Subsidiaries that are 30 days or more past due. Unless paid prior to the date any Shares have been accepted for payment pursuant to the Offer, the accounts receivable of the Company has not received and each Company Subsidiary are or will be as of the date any written or, Shares have been accepted for payment pursuant to the knowledge Offer, collectible net of the Companyrespective reserves shown in Section 3.4(d) of the Company Disclosure Schedule or on the accounting records of the Company and each Company Subsidiary as of the date any Shares have been accepted for payment pursuant to the Offer (which reserves are adequate and calculated consistent with past practice and, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have case of the meaning assigned to it in the Statements reserves as of Auditing Standards 112 and 115, as in effect on the date hereofany Shares have been accepted for payment pursuant to the Offer, will not represent a greater percentage of the 30 days or more past due accounts receivable as of such date than the reserves reflected in Section 3.4(d) of the Company Disclosure Schedule represented of such past due accounts receivable reflected therein).

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”)Since January 1, dated September 6, 20122015, the Company has filed with or otherwise furnished to the SEC (as applicable) all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC that have been required to be so filed or furnished (as applicable) by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any such other forms, reports, schedules, statements or other documents pursuant filed or furnished (as applicable) by the Company with the SEC after January 1, 2015 and at or prior to Section 13 the Effective Time that are not required to be so filed or 15 of furnished, the Exchange Act. As of their respective effective dates “Company SEC Reports”). (in b) Each Company SEC Report complied, or will comply, as the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and may be, as of their respective its filing dates date (in the case of all other SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any subsequent SEC Report filed and publicly available prior to a filing, on the date of this Agreementsuch amended or superseded filing), the SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act and or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such Company SEC Report was, or will be, filed. (iic) 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 Company SEC Report did not not, or will not, as the case may be, 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. (bd) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability As of the Company’s financial reporting and the preparation date of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that this Agreement, (i) pertain there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the maintenance of records thatCompany SEC Reports or any registration statement filed by the Company with the SEC and (ii) no Company SEC Report nor any registration statement filed by the Company with the SEC is, in reasonable detail, accurately and fairly reflect to the transactions and dispositions of the assets Knowledge of the Company, the subject of ongoing SEC review. (iie) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures No Subsidiary of the Company are being made only in accordance with authorizations is subject to the reporting requirements of management and directors Section 13(a) or Section 15(d) of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statementsExchange Act. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (df) Since January 1, 20102015, no executive officer of the Company has not failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports, and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 1, 2015, neither the Company nor any of its executive officers has received any written ornotice from any Governmental Entity challenging or questioning the accuracy, to the knowledge completeness, form or manner of the Company, oral notification filing of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofsuch certifications.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”)Since October 10, dated September 61995, 2012, the Company Central has filed with or otherwise furnished to the SEC Securities and Exchange Commission (the "SEC") all material forms, reports, schedules, forms, statements and other documents that it is (including exhibits and all other information incorporated therein) required to file or furnish under be filed with the SEC (the "Central SEC Documents"). As of their respective dates, the Central SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Central SEC Documents, and none of the Central SEC Documents when filed (the “Exchange Act”) since February 25, 2012 (such documents, as amended and restated and as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “subsequently filed Central SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities ActDocuments) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) 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. (b) , other than those, in the aggregate, which would not have a Central Material Adverse Effect. The Company maintains a system financial statements of “internal controls over financial reporting” (Central included in the Central SEC Documents complied as defined to form, as of their respective dates of filing with the SEC, in Rules 13a-15(f) all material respects with applicable accounting requirements and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability published rules and regulations of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time GAAP (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records thatexcept, in reasonable detailthe case of unaudited statements, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed permitted by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms Form 10-Q of the SEC, ) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and that information relating to fairly present the Company is accumulated consolidated financial position of Central and communicated to the Company’s management its consolidated subsidiaries as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer dates thereof and Chief Financial Officer the consolidated results of their operations and cash flows for the Company required under periods then ended (subject, in the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written orcase of unaudited statements, to the knowledge of the Companynormal recurring year-end audit adjustments), oral notification of a “material weakness” except when such failure, in the Company’s internal controls over financial reportingaggregate, would not have a Central Material Adverse Effect. The term “material weakness” shall have the meaning assigned to it in the Statements True, correct and complete copies of Auditing Standards 112 Central's most recent Form 10-K, Form 10-Q and 115, as in effect Proxy Statement are set forth on the date hereofSchedule 4.8.

SEC Reports. (a) Except with respect to certain matters addressed as disclosed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”)Schedule 6.9, dated September 6, 2012, the Company AmerUs has filed with or otherwise furnished to the SEC all material forms, required reports, schedules, forms, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, (including exhibits and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all other information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file ) with the SEC any such formssince January 1, reports, schedules, statements or other documents pursuant to Section 13 or 15 of 1997 (the Exchange Act"AmerUs SEC Documents"). As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the AmerUs SEC Reports (i) Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and the Exchange Actrules and regulations of the SEC promulgated thereunder applicable to such AmerUs SEC Documents, and (ii) did not contain none of the AmerUs SEC Documents 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 light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any AmerUs SEC Document has been revised or superseded by a later filed AmerUs SEC Document, none of the AmerUs SEC Documents contains any untrue statement of a material fact or omits to state 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. The financial statements of AmerUs included in the AmerUs SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared 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) and fairly present in all material respects the consolidated financial position of AmerUs and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). (b) The Company maintains a system As of “internal controls over financial reporting” (as defined their respective dates, the AMHC SEC Documents shall comply in Rules 13a-15(f) and 15a-15(f) under all material respects with the requirements of the Securities Act or the Exchange Act) that provides reasonable assurance regarding , as the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAPcase may be, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms regulations of the SECSEC promulgated thereunder applicable to such AMHC SEC Documents, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications none of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.the

SEC Reports. (a) Except All statements, reports, schedules, forms and other documents required to have been filed by Parent with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC StaffReports”)) have been so filed on a timely basis. None of the Subsidiaries of Parent is currently or has, dated September 6since becoming a Subsidiary of Parent been, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file any forms, reports or furnish under other documents with the Securities Act or the Securities Exchange Act SEC. As of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file it was filed with the SEC any such forms(or, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any subsequent SEC Report filed and publicly available a filing prior to the date of this Agreement, then on the SEC date of such later filing): (a) each of the Reports (i) complied as to form in all material respects with the applicable requirements under Applicable Law; and (b) none of the Securities Act and the Exchange Act, and (ii) 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under , except to the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that extent corrected (i) pertain in the case of the Reports filed on or prior to the maintenance date of records thatthis Agreement that were amended or superseded on or prior to the date of this Agreement, in reasonable detail, accurately and fairly reflect by the transactions and dispositions filing of the assets of the Companyapplicable amending or superseding Report, and (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures the case of the Company Reports filed after the date of this Agreement that are being made only in accordance with authorizations of management and directors amended or superseded prior to the Closing, by the filing of the Company, and (iii) provide reasonable assurance regarding prevention applicable amending or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to superseding Report. To the knowledge of Parent, none of the CompanyReports is the subject of ongoing SEC review or outstanding SEC comment. To the knowledge of Parent, oral notification there are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending, in each case regarding any accounting practices of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofParent.

SEC Reports. (a) Except with respect Since the date the Company became subject to certain matters addressed in the letter received from the staff reporting requirements of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012Exchange Act, the Company has filed all required forms, reports and documents with or otherwise furnished the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, federal securities laws and the SEC rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereincollectively, the “"COMPANY SEC Reports”DOCUMENTS"). No Subsidiary , all of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and which have complied as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the all applicable requirements of the Securities Act of 1933 (the "SECURITIES ACT") and the Exchange Act, and (ii) did not contain the rules promulgated thereunder. None of the Company SEC Documents at the time 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 light of the circumstances under which they were made, not misleading. (b) The financial statements of the Company maintains included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a system of “internal controls over financial reporting” consistent basis during the periods involved (except as defined may be indicated in Rules 13a-15(fthe notes thereto) and 15a-15(f) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-end adjustments). No subsidiaries of the Company are required to file periodic reports with the SEC under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. The Company has previously made available to Purchaser true and complete copies of its (ai) Except Annual Report on Form 10-K for its fiscal year ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) Current Report on Form 8-K dated June 6, 2008, (iii) the Registration Statement on Form S-3 dated June 9, 2008, and (iv) any other reports or registration statements filed by the Company with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC Securities and Exchange Commission (the “SEC StaffCommission”)) since March 31, dated September 62008, 2012except for preliminary material, which are all the documents that the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is was required to file or furnish under since that date (collectively, the Securities Act or “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 of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations promulgated of the Commission thereunder (the “Exchange Act”) since February 25, 2012 (applicable to such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) complied in all material respects Reports, when read together with the applicable requirements of the Securities Act and the Exchange Actpreviously filed SEC Reports, 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 to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over , except as updated, corrected or superseded by subsequently filed SEC Reports. Except as may be indicated therein or in the notes thereto, the audited consolidated financial reporting” (as defined in Rules 13a-15(f) statements and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability unaudited interim financial statements of the Company’s financial reporting Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and with the preparation published rules and regulations of the Company’s financial statements for external purposes Commission with respect thereto, have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to applied on a consistent basis throughout the maintenance of records that, in reasonable detail, accurately periods covered thereby and fairly reflect present in all material respects the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures condition of the Company are being made only in accordance with authorizations of management and directors as of the Companydates indicated and the results of operations, changes in stockholders’ equity and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer cash flows of the Company required under for the Exchange Act with respect to such reports. (d) period indicated. Since January 1March 31, 20102008, there has been no change in the assets, liabilities, financial condition, operating results or business of the Company has not received any written orand its Subsidiaries, to taken as a whole, from that reflected in the knowledge audited consolidated financial statements and unaudited interim financial statements of the Company, oral notification of a “material weakness” Company included in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it SEC Reports, except as set forth in the Statements of Auditing Standards 112 SEC Reports and 115except for changes that have not had and would not reasonably be expected to have, as individually or in effect on the date hereofaggregate, a Material Adverse Effect.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, forms, statements and other documents that it is required to file or furnish be filed by it under the Securities Act or and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the “Exchange Act”) since February 25November 14, 2012 2007, including pursuant to Section 13(a), 13(c) or 15(d) thereof (such documentsthe foregoing materials from and after November 14, as supplemented or amended since 2007, including the time of filing, exhibits thereto and together with all information documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). No Subsidiary ) on a timely basis or has received a valid extension of the Company is required to file with the SEC such time of filing and has filed any such forms, reports, schedules, statements or other documents pursuant SEC Reports prior to Section 13 or 15 the expiration of the Exchange Actany such extension. As of their respective effective dates (the date of filing, in the case of SEC Reports that are registration statements filed pursuant to the requirements Exchange Act (and to the extent such SEC Report was amended, then as of the Securities Act) date of filing of such amendment), and as of their respective filing dates (the date of effectiveness in the case of all other SEC Reports), except as Reports filed pursuant to the Act (and to the extent modified, such SEC Report was amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to then as of the date of this Agreementeffectiveness of such amendment), the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct 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 (ii) 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed all reports and proxy statements with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under be filed by the Securities Act or the Securities Exchange Act of 1934Company since January 1, 2007 (as amended, such reports and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or statements may have been amended since the time date of their filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in or the case filing dates of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementamendments, the Company SEC Reports (i) complied in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act, Act 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s financial reporting statements (including the related notes) of the Company included in the Company SEC Reports complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the preparation published rules and regulations of the Company’s financial statements for external purposes SEC with respect thereto in effect at the time of such filing, was prepared in accordance with United States generally accepted accounting principles as in effect from time to time the United States (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records thatexcept, in reasonable detailthe case of unaudited statements, accurately as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly reflect presented in all material respects the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures position of the Company are being made only in accordance with authorizations of management and directors its consolidated Subsidiaries as of the Companyrespective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). The Company has complied and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionis in compliance in all material respects with all applicable certification, use, or disposition internal control and other requirements and provisions of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of “disclosure controls 2002 and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reportsregulations promulgated thereunder. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company Parent has filed with or otherwise furnished the SEC, and has heretofore made available to the SEC Parent true and complete copies of, all material forms, reports, schedules, forms, statements and other documents that it is required to file or furnish under be filed with the SEC (collectively, the “Parent SEC Reports”). (b) As of its respective date, each Parent SEC Report complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act, as the case may be, and, to the extent not included in the Securities Act or the Securities Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1934, as amended2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”) since February 25, 2012 (applicable to such documents, as supplemented or amended since the time of filingParent SEC Report, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) did not when filed 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. (bc) The Company maintains a system financial statements of “internal controls over financial reporting” (Parent included in the Parent SEC Reports when filed complied as defined to form in Rules 13a-15(f) all material respects with applicable accounting requirements and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability published rules and regulations of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles as in effect from time to time GAAP (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records thatexcept, in reasonable detailthe case of unaudited statements, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed permitted by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented the financial position of Parent as of the dates thereof and the results of its operations, cash flows and that information relating stockholders’ equity (deficit) for the periods shown (subject, in the case of unaudited statements, to the Company is accumulated and communicated absence of certain notes to the Company’s management as appropriate to allow timely decisions regarding required disclosure financial statements and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reportsnormal year-end audit adjustments). (d) Since January 1Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, 2010, as applicable) has made all certifications required by Sections 302 and 906 of the Company has not received any written or, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules an regulations of the SEC promulgated thereunder with respect to the knowledge Parent SEC Reports. For purposes of the Companypreceding sentence, oral notification of a “material weaknessprincipal executive officer” in the Company’s internal controls over and “principal financial reporting. The term “material weaknessofficer” shall have the meaning assigned meanings given to it such terms in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements reports and other documents that it is with the SEC required to file or furnish under be filed by the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) Company since February 25, 2012 1986 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated any reports filed during such period by reference thereinthe Company with the SEC on a voluntary basis on Form 8-K, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the Company SEC Reports (i) complied in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act, Act 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s financial reporting statements (including the related notes) of the Company included in the Company SEC Reports complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the preparation published rules and regulations of the Company’s financial statements for external purposes SEC with respect thereto in effect at the time of such filing, was prepared in accordance with United States the rules and regulations of the SEC and generally accepted accounting principles in the United States (except, in the case of unaudited statements, as indicated in effect from time to time the notes thereto) applied on a consistent basis during the periods involved (“GAAP”except as may be indicated in the notes thereto) and that includes policies and procedures that (i) pertain to fairly presented in all material respects the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures position of the Company are being made only in accordance with authorizations of management and directors its consolidated Subsidiaries as of the Companyrespective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, and (iii) provide reasonable assurance regarding prevention or timely detection in the case of unauthorized acquisitionunaudited statements, use, or disposition to normal year-end adjustments). As of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system date of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written orthis Agreement, to the knowledge of the Company, oral notification there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Reports and none of a “material weakness” in the Company’s internal controls over Company SEC Reports is the subject of ongoing SEC review or investigation. (b) The chief executive officer and principal financial reporting. The term “material weakness” shall officer of the Company have made all certifications required by Section 302 and Section 906 of the meaning assigned to it in the Statements S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of Auditing Standards 112 and 1152002, as amended, and the rules and regulations promulgated thereunder by the SEC, and the statements contained in effect on the date hereofany such certificates were complete and correct when made.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”)Since January 1, dated September 62014, 2012, the Company Parent has timely filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements forms, statements, exhibits and other documents filings, together with any amendments required to be made with respect thereto, that it is has been required to file or furnish under with the Securities Act or SEC pursuant to the Securities reporting requirements of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, collectively and together with all information documents filed on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “SEC Reports”). No Subsidiary As of the Company is required to file respective dates of their filing with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this AgreementSEC, the SEC Reports (i) complied in all material respects with the applicable requirements rules and regulations of the Securities Act and SEC under the Exchange Act, and (ii) did not contain none of the SEC Reports, as of the respective dates of their filing with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made therein not misleading. (b) The Company maintains a system financial statements and notes contained or incorporated by reference in the SEC Reports (the “Parent Financials”), fairly present in all material respects the consolidated financial position of “internal controls over financial reporting” (Parent as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting dates thereof and the preparation consolidated results of Parent’s operations, changes in shareholders’ equity, and cash flows then ended and for the Company’s periods referred to in such financial statements for external purposes statements, all in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to Applicable Accounting Standards applied on a consistent basis throughout the maintenance of records that, in reasonable detail, accurately periods involved and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded Regulation S-X or Regulation S-K, as necessary to permit preparation applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable). Parent is in accordance compliance in all material respects with GAAP, and that receipts and expenditures the applicable listing requirements of the Company are being made only in accordance with authorizations of management New York Stock Exchange and directors of Parent has not received written notice from the Company, and (iii) provide reasonable assurance New York Stock Exchange regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statementsany failure to so comply. (c) The Company maintains a system Except as and to the extent reflected or reserved against in the Parent Financials, as of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information date of such Parent Financials, Parent had not incurred any Liabilities or obligations of the type required to be disclosed by the Company reflected on a balance sheet in accordance with Applicable Accounting Standards that was not adequately reflected or reserved on or provided for in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reportsParent Financials. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect Bedford has previously delivered to certain matters addressed in the letter received from Itrade Members a true and complete copy of its Form 10-K for the staff of fiscal year ended December 31, 2000 and its Form 10-Q for the Division of Corporation Finance of the SEC quarter ended March 31, 2001 (the “"SEC Staff”Documents"), dated September 6, 2012, the Company has filed with or otherwise furnished . Prior to the SEC all material formsClosing, reports, schedules, statements Bedford will furnish the Itrade Members with true and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act complete copies of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated any additional document filed by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file Bedford with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange ActSEC. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdate, the SEC Reports (i) Documents complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act Act, as the case may be, and the Exchange Act, and (ii) did SEC Document does not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary 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 document subsequently filed by Bedford with the SEC, a copy of which shall be delivered to the Itrade Members prior to closing. The financial statements of Bedford, including the notes thereto, included in the SEC Document (bthe "Financial Statements") The Company maintains a system of “internal controls over financial reporting” (comply as defined to form in Rules 13a-15(f) all material respects with applicable accounting requirements and 15a-15(f) under with the Exchange Act) that provides reasonable assurance regarding the reliability published rules and regulations of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles consistently applied (except as may be indicated in effect from time to time (“GAAP”the notes thereto) and that includes fairly present the consolidated financial position of Bedford at the dates thereof and of its operations and cash flows for the periods then ended. There has been no change in Bedford' accounting policies and procedures that or estimates except as described in the notes to the Financial Statements. Bedford has no material obligations other than (i) pertain to those set forth in the maintenance of records that, in reasonable detail, accurately Financial Statements and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information those not required to be disclosed by the Company set forth in the reports that it files or submits Financial Statements under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reportsgenerally accepted accounting principals. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. Since January 1, 1993, to the best of its knowledge the Parent has filed all required forms, reports and documents (a"Parent SEC Reports") Except with respect the Securities and Exchange Commission (the "SEC") required to certain matters addressed in be filed by it pursuant to the letter received from the staff of the Division of Corporation Finance of federal securities laws and the SEC (the “SEC Staff”), dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25thereunder, 2012 (such documents, as supplemented or amended since the time all of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) which have complied in all material respects with the all applicable requirements of the Securities Act and the Securities Exchange Act of 1934 (the "Exchange Act"), and (ii) did not contain the rules and interpretive releases promulgated thereunder. None of such Parent SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, contained, or, if to be filed in the future will contain, any untrue statement of a material fact fact, or omitted, omit or 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s consolidated balance sheets in or incorporated by reference into the Parent SEC Reports fairly presents or will fairly present the financial reporting and the preparation position of the Company’s financial 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 Parent 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, of the entity or entities to which it relates for external purposes the period set forth therein (subject in the case of unaudited interim statements, to normal year-end audit adjustments) in each case in accordance with United States generally generally-accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain applicable to the maintenance of records thatparticular entity consistently applied throughout the periods involved, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded except as necessary to permit preparation of may be noted therein. The consolidated financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention included or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company included in the reports that it files or submits under Parent SEC Reports are hereinafter sometimes collectively referred to as the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief "Parent Financial Officer of the Company required under the Exchange Act with respect to such reportsStatements. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof."

SEC Reports. (a) Except for the Form 10-Q for the quarter ended March 31, 2024, filed with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”)Commission on June 11, dated September 6, 20122024, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, forms, statements and other documents that it is required to file or furnish be filed by the Company under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the “Exchange Act”) since February 25foregoing materials, 2012 (such documents, as supplemented or amended since including the time of filing, exhibits thereto and together with all information documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”). No Subsidiary ) on a timely basis or has received a valid extension of the Company is required to file with the SEC such time of filing and has filed any such forms, reports, schedules, statements or other documents pursuant SEC Reports prior to Section 13 or 15 the expiration of the Exchange Actany such extension. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and (ii) did not contain 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 light of the circumstances under which they were made, not misleading. (b) . The financial statements of the Company maintains a system included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of “internal controls over financial reporting” (the Commission with respect thereto as defined in Rules 13a-15(f) and 15a-15(f) under effect at the Exchange Act) that provides reasonable assurance regarding time of filing, except to the reliability of extent restated as set forth in Amendment No. 1 to the Company’s financial reporting Annual Report on Form 10-K/A for the year ended December 31, 2023. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the preparation of the CompanyCommission’s rules and guidelines applicable thereto. No other financial statements for external purposes or supporting schedules are required to be included in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus. Such financial statements, as restated, have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time applied on a consistent basis during the periods involved (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that), except as may be otherwise specified in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of such financial statements in accordance with or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and that receipts and expenditures fairly present in all material respects the financial position of the Company are being made only in accordance with authorizations and its consolidated Subsidiaries as of management and directors for the dates thereof and the results of operations and cash flows for the Companyperiods then ended, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionsubject, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms case of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written orunaudited statements, to the knowledge of the Companynormal, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115immaterial, as in effect on the date hereofyear-end audit adjustments.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished to the SEC all material forms, required reports, schedules, statements forms, statements, and other documents that it is required to file or furnish under with the Securities Act or the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder Commission (the “Exchange Act”"SEC") since February September 25, 2012 2000, the effective date of the Company's Form 10-SB (such together with other documents that revise or supersede earlier filed documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “"SEC Reports”"). No Subsidiary The Company has delivered or made available to the Investors true and complete copies of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange ActReports. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities 1933 Act or the 1934 Act, as the case may be, and the Exchange Act, rules and (ii) did not contain regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC 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 light of the circumstances under which they were made, not misleading. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability statements of the Company’s financial reporting Company included in the SEC Reports complied as of their respective dates of filing with the SEC in all material respects with applicable accounting requirements and the preparation published rules and regulations of the Company’s financial statements for external purposes SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records thatexcept, in reasonable detailthe case of unaudited statements, accurately as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly reflect present the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures position of the Company are being made only in accordance with authorizations of management and directors as of the Companydates thereof and the results of its operations and cash flows for the periods then ended (subject, and (iii) provide reasonable assurance regarding prevention or timely detection in the case of unauthorized acquisitionunaudited statements, use, or disposition to normal year-end audit adjustments). As of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010date hereof, the Company has not received any written or, on a timely basis made all filings required to be made by the knowledge of Company with the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofSEC.

SEC Reports. (ai) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company City has timely filed with or otherwise furnished to the SEC all material forms, reports, schedulesregistration statements, proxy statements and other documents materials, together with any amendments required to be made with respect thereto, that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is was required to file with the SEC any SEC, all such forms, reports, schedulesregistration statements, statements or proxy statements, other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) materials and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) amendments have complied in all material respects with all legal requirements relating thereto, and City has paid all fees and assessments due and payable in connection therewith. (ii) An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the applicable requirements of SEC by City pursuant to the Securities Act or the Exchange Act (the “City SEC Reports”) is publicly available. No such SEC Report, at the time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the Exchange Actdates of the relevant meetings, and (ii) did not contain respectively), 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 made therein, in light of the circumstances under in which they were made, not misleading. , except that information filed as of a later date (bbut before the date of this Agreement) The Company maintains a system shall be deemed to modify information as of “internal controls over financial reporting” (an earlier date. As of their respective dates, all City SEC Reports complied as defined to form in Rules 13a-15(f) all material respects with the published rules and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability regulations of the Company’s financial reporting and the preparation SEC with respect thereto. As of the Company’s financial statements for external purposes date of this Agreement, no executive officer of City has failed in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and any respect to make the certifications required of him or her under Section 302 or 906 of the Chief Executive Officer and Chief Financial Officer ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the Company required under date of this Agreement, there are no outstanding comments from, or unresolved issues raised by, the Exchange Act SEC with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.City SEC Reports (g)

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has timely filed with or otherwise furnished to the SEC all material forms, required reports, schedules, statements forms, statements, and other documents with the SEC since January 1, 1997 (together with other documents that it is required revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to file or furnish under the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all respects with the requirements of the Securities Act or and the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”) since February 25, 2012 (applicable to such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary None of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) 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. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability statements of the Company’s financial reporting Company included in the SEC Reports complied as of their respective filing dates in all respects with applicable accounting requirements and the preparation published rules and regulations of the Company’s financial statements for external purposes SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records thatexcept, in reasonable detailthe case of unaudited statements, accurately as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly reflect present the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures position of the Company are being made only in accordance with authorizations of management and directors as of the Companydates thereof and the results of its operations and cash flows for the periods then ended (subject, and (iii) provide reasonable assurance regarding prevention or timely detection in the case of unauthorized acquisitionunaudited statements, use, or disposition to normal year-end audit adjustments). As of the Company’s assets that could have date hereof, the Company has, on a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information timely basis, made all filings required to be disclosed made by the Company in with the reports that it files or submits under the Exchange Act is recorded, processed, summarized SEC and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated eligible to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act file a registration statement on Form S-3 with respect to such reports. (d) Since January 1, 2010, outstanding shares of its Common Stock to be offered for sale for the Company has not received account of any written or, to the knowledge of person other than the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company S&W has filed with or otherwise furnished on a timely basis (subject to the SEC all material permitted extensions thereof) all forms, reports, financial statements, schedules, statements and other documents that it is required to file or furnish under be filed by it with the Securities Act or the Securities Exchange Act of 1934SEC since April 30, as amended, and the rules and regulations promulgated thereunder 2008 (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the The SEC Reports (i) complied were prepared, in all material respects respects, in accordance with the applicable requirements of the Securities Act and the Exchange Act, and, in each case, the rules and regulations promulgated thereunder, and (ii) did do not contain any untrue statement a misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (misleading as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting time the document was filed. S&W has previously made available to USR a true and correct copy of any amendment or modification to the preparation SEC Reports that is required to be, but has not yet been, filed with the SEC. S&W has responded to all comment letters of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time staff of the SEC relating to time (“GAAP”) any SEC Reports. S&W and that includes policies its subsidiaries have implemented and procedures that maintain (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed , and such controls and procedures are effective to ensure that all material information relating to S&W and its subsidiaries is made known to the chief executive officer and chief financial officer of S&W by others at S&W and its subsidiaries, and (ii) a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. All SEC Reports that are filed between the date hereof and the Effective Time will be timely filed, will, in all material respects, comply and be prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and, in each case, the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be disclosed by the Company in the reports that it files stated therein or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and necessary to make the certifications statements made therein, in light of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reportscircumstances in which they are made, not misleading. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff as set forth on Section 3.6 of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012Company Disclosure Schedule, the Company has filed all forms, reports and documents required to be filed with or otherwise furnished to the SEC all material formsat any time during the period beginning January 1, reports2006 (collectively, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (its filing date or, in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modifiedits effective date, amended, restated, corrected, updated or superseded by any subsequent each SEC Report filed and publicly available prior complied as to the date of this Agreement, the SEC Reports (i) complied form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the applicable rules and regulations promulgated thereunder, as the case may be, each as in effect on the date such SEC Report was filed. As of its filing date (ii) 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 filed pursuant to the Exchange Act did 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. Each SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit 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, made therein not misleading. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) has made available to Buyer all material correspondence with the SEC since January 1, 2007 and 15a-15(f) under there are no outstanding or unresolved comments received from the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act SEC with respect to such reportsthe SEC Reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”)Since August 1, dated September 62024, 2012, the Company Purchaser has timely filed with or otherwise furnished to the SEC all material forms, reports, schedules, forms, statements and other documents that it is required to file or furnish under be filed by it with the Securities Act or SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the “Exchange 1934 Act”) since February 25, 2012 (such documents, as supplemented all of the foregoing filed prior to the date hereof or amended since prior to the time of filingClosing Date, and together with all information exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein, therein being hereinafter referred to as the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities 1934 Act and the Exchange Actrules and regulations of the SEC promulgated thereunder applicable to the SEC Reports, and (ii) did not contain none of the SEC Reports, at the time they were filed with the SEC, 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. (b) The Company maintains a system . As of “internal controls over their respective filing dates, the financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability statements of the Company’s financial reporting Purchaser included in the SEC Reports complied as to form in all material respects with applicable accounting requirements and the preparation published rules and regulations of the Company’s SEC with respect thereto as in effect as of the time of filing. Such financial statements for external purposes have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time principles, consistently applied, during the periods involved (“GAAP”) and that includes policies and procedures that except (i) pertain to as may be otherwise indicated in such financial statements or the maintenance of records thatnotes thereto, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, or (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms case of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written orunaudited interim statements, to the knowledge extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Purchaser and its subsidiaries as of the Companydates thereof and the results of its operations and cash flows for the periods then ended (subject, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “case of unaudited statements, to normal year-end audit adjustments which will not be material weakness” shall have the meaning assigned to it either individually or in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofaggregate).

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished the SEC, and has heretofore made available to the SEC Buyer true and complete copies of, all material forms, reports, schedules, statements and other documents that it is required to file or furnish under be filed with the Securities Act or SEC by the Securities Exchange Act of 1934Company since January 1, as amended, and the rules and regulations promulgated thereunder 1997 (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated therein by reference thereinreference, the “"Company SEC Reports”"). No Subsidiary subsidiary of the Company is required to file any form, report, schedule, statement or other document with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange ActSEC. As of their respective effective dates (in dates, the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and none of the Company SEC Reports at the time they were 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 light of the circumstances under which they were made, not misleading. . The financial statements (bincluding the related notes) The included in the Company maintains a system of “internal controls over financial reporting” (SEC Reports comply as defined to form in Rules 13a-15(f) all material respects with applicable accounting requirements and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability published rules and regulations of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes SEC with respect thereto, have been prepared in accordance with United States 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 effect from time to time (“GAAP”the notes thereto) and that includes policies and procedures that (i) pertain to fairly present in all material respects the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures position of the Company are being made only in accordance with authorizations of management and directors its consolidated subsidiaries as of the Companydates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recordedcase of unaudited statements, processed, summarized to normal and reported within the time periods specified in the rules recurring year-end audit adjustments). Except as and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer extent set forth in Section 3.7 of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010Disclosure Schedule, the Company has and its subsidiaries do not received have any written orliability or obligation of any nature (whether accrued, to the knowledge of the Companyabsolute, oral notification of a “material weakness” contingent or otherwise) other than liabilities and obligations which would not, individually or in the Company’s internal controls over financial reporting. The term “material weakness” shall aggregate, have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofa Company Material Adverse Effect.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC The Current Report on Form 8-K (the “SEC Staff8-K”), dated September 6, 2012, the Company has to be filed with or otherwise furnished to the SEC describing the transactions set forth in this Agreement and the other Transaction Agreements will comply in all material forms, reports, schedules, statements and other documents that it is required to file or furnish under respects with the Securities Act or requirements of the Securities Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”)thereunder. No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) did The Form 8-K does 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. (b) . The Company maintains a has delivered to the Purchasers or made available through the SEC’s ▇▇▇▇▇ filing system true and complete copies of the reports (the “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) SEC Reports”), filed by the Company under the Securities Act, and/or the Exchange Act) that provides reasonable assurance regarding , which includes the reliability audited financial statements of the Company’s financial reporting Company for the fiscal years ended December 31, 2008 and 2007 (the preparation of the Company’s “Audited Financial Statements Date”) and unaudited financial statements for external purposes the Company for the quarter ended September 30, 2009 ((the “Quarterly Financial Statements Date”). Such audited and unaudited financial statements, are referred to collectively as the “Financial Statements.” The Financial Statements complied in all material respects with the requirements of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder. Such Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that applied on a consistent basis during the periods involved (except (i) pertain to as may be otherwise indicated in such financial statements or the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, notes thereto or (ii) provide reasonable assurance that transactions are recorded as necessary in the case of unaudited interim statements, to permit preparation of financial statements in accordance with GAAPthe extent they may not include footnotes or may be condensed or summary statements), and that receipts and expenditures fairly present in all material respects the financial position of the Company are being made only in accordance with authorizations of management and directors its Subsidiaries as of the Companydates thereof and the results of operations and cash flows for the periods then ended (subject, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms case of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written orunaudited statements, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofnormal year-end audit adjustments).

SEC Reports. (a) Except The Parent (i) has timely filed or furnished all reports, registration statements, proxy statements, prospectuses, and other materials, together with any amendments required to be made with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”)thereto, dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is was required to file with or furnish under to the Commission pursuant to the Securities Act or the Securities Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25all such reports, 2012 (such documentsregistration statements, as supplemented or amended since the time of filingproxy statements, prospectuses, other materials, and together amendments have complied in all material respects with all information incorporated by reference thereinlegal requirements relating thereto, the “SEC Reports”). No Subsidiary and (ii) has paid all fees and assessments due and payable in connection therewith. (b) An accurate and complete copy of the Company is required each final registration statement, prospectus, report, schedule, and definitive proxy statement filed with or furnished to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of by the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed Parent pursuant to the requirements of Securities Act or the Securities Act) Exchange Act and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this AgreementAgreement (the “Parent SEC Reports”) is publicly available. No Parent SEC Report, at the SEC Reports time filed, furnished, or communicated (i) complied and, in all material respects with the applicable requirements case of registration statements and proxy statements, on the dates of effectiveness and the dates of the Securities Act and the Exchange Actrelevant meetings, respectively), and (ii) did not contain considering all amendments to any Parent SEC Report filed prior to the date hereof, 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 made therein, in light of the circumstances under in which they were made, not misleading. , except that information filed as of a later date (bbut before the date of this Agreement) The Company maintains a system shall be deemed to modify information as of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability an earlier date. As of their respective dates, all of the Company’s financial reporting Parent SEC Reports complied as to form in all material respects with the published rules and the preparation regulations of the Company’s financial statements for external purposes in accordance SEC with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions respect thereto. No executive officer of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements Parent has failed in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and any respect to make the certifications required of him or her under Section 302 or 906 of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reportsS▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company Buyer has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements reports and other documents that it is (collectively “Filings”) required to file or furnish under be filed with the SEC by it pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As , all of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and which as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the all applicable requirements of the Securities Act and the Exchange Act. None of such Filings, and (ii) did not contain at the time 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 light of the circumstances under which they were made, not misleading. , except to the extent any such statements have been modified or superceded by a later Filing filed prior to the date hereof. The audited consolidated financial statements of Buyer as of and for the period ending December 31, 2004 (the “Buyer Financial Statements”) (a) were prepared from the books and records of Buyer in conformity with GAAP applied on a consistent basis throughout the periods covered thereby (except as otherwise noted therein), (b) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (c) fairly present in all material respects the financial condition and results of operations of the Buyer and its consolidated subsidiaries as of the respective dates thereof and for the periods covered thereby. Except as set forth in the Buyer Financial Statements, the Buyer and its Related Persons have no material liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) required by GAAP to be set forth thereon except for current liabilities incurred in the Ordinary Course of Business since the respective dates thereof. The Company maintains a system Buyer has delivered to Sellers copies of the documentation creating or governing all securitization transactions and “internal controls over financial reportingoff-balance sheet arrangements” (as defined in Rules 13a-15(fItem 303(c) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms Regulation S-K of the SEC) effected by the Buyer since December 31, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports2003. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. Except for the Company Proxy Statement and the other Transaction Filings (a) Except with respect to certain matters which are addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”Section 3.10), dated September 6, 2012, the Company has timely filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC (subject to any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all Company SEC Reports required to be filed on or after January 1, 2014. As of their respective effective dates the date of filing (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports)or, except as and to the extent modified, if amended, restated, corrected, updated restated or superseded by any subsequent SEC Report filed and publicly available a filing prior to the date of this Agreement, as of such later date), the Company SEC Reports (ia) complied in all material respects with the applicable requirements of the Securities Act and of 1933, as amended (the “Securities Act”), the Exchange Act, Act and other applicable Law and (iib) 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. (b) . No Subsidiary of the Company is subject to the reporting requirements of the Exchange Act or is otherwise required to file or furnish any forms, reports, schedules, statements or other documents with the SEC. The Company maintains a system has made available to Parent true and complete copies of “internal controls over financial reporting” (as defined in Rules 13a-15(f) all material correspondence between the SEC, on the one hand, and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding Company or any of its Subsidiaries, on the reliability other hand, occurring between January 1, 2014 and the date of this Agreement. As of the Company’s financial reporting and date of this Agreement, there are no outstanding or unresolved comments from the preparation of SEC staff with respect to any Company SEC Report. To the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets Knowledge of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the date of this Agreement, no Company are being made only in accordance with authorizations SEC Report is the subject of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention ongoing SEC review or timely detection of unauthorized acquisition, use, outstanding SEC comment or disposition of the Company’s assets that could have a material effect on the Company’s financial statementsinvestigation. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company Issuer has filed with or otherwise furnished to the SEC all material required forms, reports, schedulesstatements, statements schedules and correspondence and other documents that it is required to file or furnish under with the Securities Act or the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder Commission (the “Exchange ActSEC”) since February 25, 2012 for each of the Issuer’s last three fiscal years (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereincollectively, the “Issuer SEC Reports”). No Subsidiary The Issuer SEC Reports were filed on a timely basis, 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 Company is required to file with the Issuer SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 Reports. None of the Exchange Act. As of their respective effective dates (in the case of Issuer SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and Reports, as of their respective filing dates (in as amended through the case of all other SEC Reportsdate hereof), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system . All of “internal controls over financial reporting” the Issuer SEC Reports, as of their respective dates (as defined amended through the date hereof), complied in Rules 13a-15(f) all material respects with the applicable requirements of the Securities Act and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability Act of the Company’s financial reporting 1934 and the preparation applicable rules and regulations thereunder. The financial statements, including all related notes and schedules, contained in the Issuer SEC Reports (or incorporated by reference therein) fairly present the consolidated financial position of Issuer as at the Company’s financial statements respective dates thereof and the consolidated results of operations and cash flows of Issuer for external purposes the periods indicated in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) applied on a consistent basis throughout the periods involved (except for changes in accounting principles disclosed in the notes thereto) and that includes policies and procedures that (i) pertain to subject in the maintenance case of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of interim financial statements in accordance with GAAP, to normal year-end adjustments and that receipts and expenditures the absence of the Company are being made only in accordance with authorizations notes. For purposes of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010this Agreement, the Company has not received any written orbalance sheet and statement of operations of Issuer as of March 31, 2006, is referred to as the knowledge “Issuer Balance Sheet and Statement of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 Operations" and 115, as in effect on the date hereofthereof is referred to as the “Issuer Balance Sheet Date”.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, forms, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated be filed by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (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 their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act or the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (ii) did not contain and the regulations promulgated thereunder), 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. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(fhas never been an issuer subject to Rule 144(i) under the Exchange Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. As of the date hereof, (i) that provides reasonable assurance regarding the reliability Company is eligible to file a registration statement on Form S-3, (ii) none of the Company’s financial reporting and Subsidiaries is required to file any documents with the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records thatSEC, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention there are no outstanding or timely detection of unauthorized acquisition, use, or disposition of unresolved comments in comment letters from the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act SEC staff with respect to such reports. any of the SEC Reports and (div) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification none of the SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. The Company has established and maintains, and at all times during the past year has maintained, disclosure controls and procedures and a “material weakness” in the Company’s system of internal controls over financial reportingreporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13A-25 under the Exchange Act) as required by Rule 13A-25 under the Exchange Act. The term Company is, and has been during the three years, in compliance in all material respects with the applicable listing requirements and corporate governance rules and regulations of the Nasdaq Capital Market (“material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofNasdaq”).

SEC Reports. Since January 1, 2000, to the best of its knowledge Buyer has filed all required forms, reports and documents (a"Buyer SEC Reports") Except with respect the Securities and Exchange Commission (the "SEC") required to certain matters addressed in be filed by it pursuant to the letter received from the staff of the Division of Corporation Finance of federal securities laws and the SEC (the “SEC Staff”), dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25thereunder, 2012 (such documents, as supplemented or amended since the time all of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) which have complied in all material respects with the all applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and (ii) did not contain the rules and interpretive releases promulgated thereunder. None of such Buyer SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s consolidated balance sheets in or incorporated by reference into the Buyer SEC Reports fairly presents or will fairly present the financial reporting and the preparation position of the Company’s financial 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, of the entity or entities to which it relates for external purposes the period set forth therein (subject in the case of unaudited interim statements, to normal yearend audit adjustments) in each case in accordance with United States generally generally-accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain applicable to the maintenance of records thatparticular entity consistently applied throughout the periods involved, in reasonable detail, accurately except as may be noted therein; and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention independent certified public accountants for Buyer have rendered or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act will render an unqualified opinion with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” each audited financial statement included in the Company’s internal controls over financial reportingBuyer SEC Reports. The term “material weakness” shall have the meaning assigned to it consolidated financial statements included in the Statements of Auditing Standards 112 and 115, Buyer SEC Reports are hereinafter sometimes collectively referred to as in effect on the date hereof"Buyer Financial Statements."

SEC Reports. (a) Except with respect to certain matters addressed in Buyer (including, for the letter received from the staff purposes of the Division of Corporation Finance of the SEC (the “SEC Staff”this Section 5.6(a), dated September 6, 2012, the Company has all predecessor entities) and its Subsidiaries have filed with or otherwise furnished to the SEC all material forms, reports, schedulesstatements, statements certifications and other documents that it is (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated be filed by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file them with the SEC any since April 1, 2011 (all such forms, reports, schedulesstatements, statements or certificates and other documents pursuant to Section 13 or 15 of filed since April 1, 2011, including any amendments thereto, collectively, the Exchange Act“Buyer SEC Reports”) and all Buyer SEC Reports have been filed on a timely basis. As of their respective effective dates (in the case of Buyer SEC Reports that are registration statements complied, and each of the Buyer SEC Reports filed pursuant subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Securities Act) , the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as of their respective filing dates (in the case may be, and the applicable rules and regulations promulgated thereunder. As of all other the time of filing with the SEC, none of the Buyer SEC Reports), except as and to the extent modified, amended, restated, corrected, updated Reports so filed or superseded by any that will be filed subsequent SEC Report filed and publicly available prior to the date of this AgreementAgreement contained or will contain, as the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Actcase may be, and (ii) did not contain 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 the light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s audited consolidated financial statements for external purposes of Buyer (including any related notes thereto) included in the Buyer SEC Reports have been prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in effect from time to time (“GAAP”the notes thereto) and that includes policies fairly present in all material respects the consolidated financial position of Buyer and procedures that (i) pertain to its Subsidiaries at the maintenance respective dates thereof and the consolidated statements of records thatoperations and comprehensive income, cash flows and changes in reasonable detail, accurately and fairly reflect stockholders’ equity for the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of periods indicated. The unaudited consolidated financial statements of Buyer (including any related notes thereto) for all interim periods included in the Buyer SEC Reports have been prepared in accordance with GAAPGAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Buyer and its Subsidiaries as of the respective dates thereof and the consolidated statements of operations and comprehensive income and cash flows for the periods indicated (subject to normal and recurring period-end adjustments that have not been and are not expected to be material to Buyer and its Subsidiaries taken as a whole). (c) Neither Buyer nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Buyer and any of its Subsidiaries, on the one hand, and that receipts and expenditures any Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of the Company are being made only in accordance with authorizations such Contract or arrangement is to avoid disclosure of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, useany material transaction involving, or disposition material liabilities of, Buyer or any of the Companyits Subsidiaries in Buyer’s assets that could have a material effect on the Company’s published consolidated financial statements. (cd) Buyer has made available to the Company a complete and correct copy of any amendments or modifications which have not yet been filed (but which Buyer intends to file) with the SEC to agreements, documents or other instruments which previously had been filed by Buyer with the SEC pursuant to the Securities Act or the Exchange Act, and the regulations promulgated thereunder. (e) The Company maintains a system principal executive officer and principal financial officer of “Buyer have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the SEC promulgated thereunder, and the statements contained in all such certifications were as of the respective dates made, and are, complete and correct. (f) Buyer has (A) designed disclosure controls and procedures” procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that material information required relating to be disclosed by the Company Buyer, including its consolidated Subsidiaries, is made known to its principal executive officer and principal financial officer; (B) designed internal control over financial reporting (as defined in the reports that it files or submits Rules 13a-15(f) and 15d-15(f) under the Exchange Act Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (C) evaluated the effectiveness of Buyer’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Buyer SEC Report that is recorded, processed, summarized and reported within a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the time periods specified in the rules and forms effectiveness of the SEC, disclosure controls and that information relating procedures as of the end of the period covered by such report or amendment based on such evaluation; and (D) to the Company extent required by applicable Law, disclosed in such report or amendment any change in Buyer’s internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is accumulated and communicated reasonably likely to the Companymaterially affect, Buyer’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reportsinternal control over financial reporting. (dg) Buyer has disclosed, based on the most recent evaluation of internal control over financial reporting, to Buyer’s auditors and the audit committee of Buyer’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Buyer’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal control over financial reporting. Since January April 1, 2010, the Company has not received (i) neither Buyer nor any written orof its Subsidiaries, nor, to the Knowledge of Buyer, any director, officer, employee, auditor, accountant or representative of Buyer or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the Companyaccounting or auditing practices, oral notification procedures, methodologies or methods of Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a “material weakness” in violation of securities Laws, breach of fiduciary duty or similar violation by Buyer or any of its Subsidiaries or their respective officers, directors, employees or agents to the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned Board of Directors of Buyer or any committee thereof or to it in the Statements any director or officer of Auditing Standards 112 and 115, as in effect on the date hereofBuyer.

SEC Reports. The Company has previously made available to the Purchasers true and complete copies of its (ai) Except Annual Reports on Form 10-K for its fiscal years ended December 31, 1997 and December 31, 1998, (ii) Quarterly Reports on Form 10-Q for its quarterly periods ended March 31, 1998, June 30, 1998, September 30, 1998 and Marc▇ ▇▇, ▇▇▇▇, (▇▇▇) ▇▇▇rent Reports on Form 8-K dated December 24, 1998 and May 18, 1999, (iv) definitive proxy statements for its 1998 and 1999 annual stockholders meetings, and (v) any other reports or registration statements filed by the Company with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC Securities and Exchange Commission (the “SEC Staff”)"Commission") since January 1, dated September 61998, 2012except for preliminary material, which are all the documents that the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is was required to file or furnish under 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 Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), as the case may be, and the rules and regulations promulgated of the Commission thereunder (the “Exchange Act”) since February 25, 2012 (applicable to such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, 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 to make the statements therein, in light of the circumstances under in which they were made, not misleading. (b) . The Company maintains a system of “internal controls over audited consolidated financial reporting” (as defined in Rules 13a-15(f) statements and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability unaudited interim financial statements of the Company’s financial reporting Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and with the preparation published rules and regulations of the Company’s financial statements for external purposes Commission with respect thereto (except as may be indicated thereon or in the notes thereto), have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) GAAP applied on a consistent basis throughout the periods covered thereby and that includes policies and procedures that (i) pertain to present fairly the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures condition of the Company are being made only as of such dates and the results of operations, changes in accordance with authorizations of management stockholders' equity and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer cash flows of the Company required under the Exchange Act with respect to for such reportsperiod. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. Since September 1, 2002 to the best of its knowledge Buyer has filed all required forms, reports and documents (a"Buyer SEC Reports") Except with respect the Securities and Exchange Commission (the "SEC") required to certain matters addressed in be filed by it pursuant to the letter received from the staff of the Division of Corporation Finance of federal securities laws and the SEC (the “SEC Staff”), dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25hereunder, 2012 (such documents, as supplemented or amended since the time all of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) which have complied in all material respects with the all applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and (ii) did not contain the rules and interpretive releases promulgated hereunder. None of such Buyer SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s consolidated balance sheets in or incorporated by reference into the Buyer SEC Reports fairly presents or will fairly present the financial reporting and the preparation position of the Company’s financial 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, of the entity or entities to which it relates for external purposes the period set forth therein (subject in the case of unaudited interim statements, to normal yearend audit adjustments) in each case in accordance with United States generally generally-accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain applicable to the maintenance of records thatparticular entity consistently applied throughout the periods involved, in reasonable detail, accurately except as may be noted therein; and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention independent certified public accountants for Buyer have rendered or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act will render an unqualified opinion with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” each audited financial statement included in the Company’s internal controls over financial reportingBuyer SEC Reports. The term “material weakness” shall have the meaning assigned to it consolidated financial statements included in the Statements of Auditing Standards 112 and 115, Buyer SEC Reports are hereinafter sometimes collectively referred to as in effect on the date hereof"Buyer Financial Statements."

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company has filed with Whether or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is not required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and by the rules and regulations promulgated thereunder (of the “Exchange Act”) since February 25SEC, 2012 (such documents, so long as supplemented or amended since the time of filing, and together with all information incorporated by reference thereinany Securities are outstanding, the “Company will furnish the Holders of Securities: (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Reports”). No Subsidiary on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates and its consolidated Subsidiaries (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, showing in reasonable detail, accurately and fairly reflect either on the transactions and dispositions face of the assets financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, 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, if any) and, with respect to the annual information only, a report thereon by the Company's certified independent accounts; and (ii) provide reasonable assurance all current reports that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information would be required to be disclosed by filed with the SEC on Form 8-K if the Company were required to file such reports, in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported each case within the time periods specified in the SEC's rules and forms regulations. In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the SEC, and that information relating to the Company is accumulated will file a copy of all such information and communicated reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to the Company’s management as appropriate to allow timely decisions regarding required disclosure securities analysts and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010prospective investors upon request. In addition, the Company has not received agreed that, for so long as any written orSecurities remain outstanding, it will furnish to the knowledge of Holders and to securities analysts and prospective investors, upon their request, the Company, oral notification of a “material weakness” in information required to be delivered pursuant to Rule 144A(d)(4) under the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofSecurities Act.

SEC Reports. (ai) Except PWOD has timely filed all reports, registration statements, proxy statements and other materials, together with any amendments required to be made with respect thereto, that it was required to certain matters addressed file with the SEC, and all such reports, registration statements, proxy statements, other materials and amendments have complied in the letter received from the staff all material respects with all legal requirements relating thereto, and has paid all fees and assessments due and payable in connection therewith. (ii) An accurate and complete copy of the Division of Corporation Finance of the SEC (the “SEC Staff”)each final registration statement, dated September 6prospectus, 2012report, the Company has schedule and definitive proxy statement filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required by PWOD pursuant to file or furnish under the Securities Act or the Securities Exchange Act of 1934since December 31, as amended, 2021 and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this AgreementAgreement (the “PWOD’s SEC Reports”) is publicly available. No such PWOD’s SEC Report, at the SEC Reports time filed, furnished or communicated (i) complied and, in all material respects with the applicable requirements case of registration statements and proxy statements, on the dates of effectiveness and the dates of the Securities Act and the Exchange Actrelevant meetings, respectively), and (ii) did not contain considering all amendments to any of PWOD’s SEC Report filed prior to the date hereof, 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 made therein, in light of the circumstances under in which they were made, not misleading. , except that information filed as of a later date (bbut before the date of this Agreement) The Company maintains a system shall be deemed to modify information as of “internal controls over financial reporting” (an earlier date. As of their respective dates, all PWOD’s SEC Reports complied as defined to form in Rules 13a-15(f) all material respects with the published rules and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability regulations of the Company’s financial reporting and the preparation SEC with respect thereto. No executive officer of the Company’s financial statements for external purposes PWOD has failed in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and any respect to make the certifications required of him or her under Section 302 or 906 of the Chief Executive Officer and Chief Financial Officer Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). As of the Company required under date hereof, there are no outstanding comments from or unresolved issues raised by the Exchange Act SEC with respect to such reportsany of PWOD’s SEC Reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”)Since January 1, dated September 62020, 2012, the Company NextTrip has filed with or otherwise furnished to the SEC all material forms, reports, schedules, forms, statements and other documents that it is required to file or furnish under be filed by it with the Securities Act or SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereincollectively, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. . (b) As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports and any registration statements filed by NextTrip under the Securities Act (ithe “Registration Statements”) complied in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, as applicable, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports or Registration Statements, 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 light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . None of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes made in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, useany such SEC Reports is, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information has been, required to be disclosed by amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the Company in date hereof). All material Contracts to which NextTrip is a party or to which the reports that it files property or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms assets of the SEC, and that information relating NextTrip are subject have been filed as exhibits to the Company is accumulated SEC Reports and communicated the Registration Statements as and to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company extent required under the Exchange Act and the Securities Act, as applicable. The financial statements of NextTrip included in the SEC Reports and the Registration Statements complied in all respects with applicable accounting requirements and the rules and regulations of the SEC with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, thereto as in effect at the time of filing, 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 Form 10-Q), and fairly present in all material respects (subject in the case of unaudited statements, to normal, recurring audit adjustments) the financial position of NextTrip as at the dates thereof and the results of its operations and cash flows for the periods then ended. The disclosure set forth in the SEC Reports and Registration Statements regarding NextTrip’s business is current and complete and accurately reflects operations of NextTrip as it exists as of the date hereof. There is no order issued by the SEC suspending the effectiveness of any outstanding Registration Statement and there are no proceedings for that purpose that have been initiated or threatened by the SEC.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is reports required to file or furnish be filed by it under the Securities Act or of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the “Exchange Act”), including pursuant to Section 13(a) since February 25or 15(d) thereof and including any and all filings required under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2012 for the two years preceding the date hereof (such documentsthe foregoing materials, as supplemented or amended since the time of filingamended, and together with all information incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). No Subsidiary As of the Company is required to file with respective dates of the SEC any such formsReports (except that, reports, schedules, statements or other documents pursuant with respect to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements have been amended, as of the Securities Act) and as respective dates of their respective filing dates (in the case of all other SEC Reportslatest amendment thereto), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act (the “Exchange Act”) and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed (ii) did not contain except that, with respect to SEC Reports that have been amended, when the latest amendment thereto was 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 light of the circumstances under which they were made, not misleading. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability statements of the Company’s financial reporting Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the preparation rules and regulations of the Company’s Commission with respect thereto as in effect at the time of filing. Such financial statements for external purposes have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time applied on a consistent basis during the periods involved (“GAAP”) and that includes policies and procedures that ), except as may be otherwise specified in such financial statements or the notes thereto (i) pertain subject, in the case of unaudited statements, to the maintenance absence of records thatfootnotes), in reasonable detail, accurately and fairly reflect present in all material respects the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures position of the Company are being made only in accordance with authorizations and its consolidated subsidiaries as of management and directors for the dates thereof and the results of operations and cash flows for the Companyperiods then ended, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionsubject, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms case of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written orunaudited statements, to the knowledge of the Companynormal, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115immaterial, as in effect on the date hereofyear-end audit adjustments.

SEC Reports. (a) Except with respect to certain matters addressed as set forth in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012Reports, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, forms, statements and other documents that it is required to file or furnish be filed by the Company under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the “Exchange Act”) since February 25foregoing materials, 2012 (such documents, as supplemented or amended since including the time of filing, exhibits thereto and together with all information documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”). No Subsidiary ) on a timely basis or has received a valid extension of the Company is required to file with the SEC such time of filing and has filed any such forms, reports, schedules, statements or other documents pursuant SEC Reports prior to Section 13 or 15 the expiration of the Exchange Actany such extension. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and (ii) did not contain 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. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability statements of the Company’s financial reporting Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the preparation rules and regulations of the Company’s Commission with respect thereto as in effect at the time of filing. Such financial statements for external purposes have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time applied on a consistent basis during the periods involved (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that), except as may be otherwise specified in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of such financial statements in accordance with or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and that receipts and expenditures fairly present in all material respects the financial position of the Company are being made only in accordance with authorizations and its consolidated Subsidiaries as of management and directors for the dates thereof and the results of operations and cash flows for the Companyperiods then ended, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionsubject, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms case of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written orunaudited statements, to the knowledge of the Companynormal, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115immaterial, as in effect on the date hereofyear-end audit adjustments.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with all reports required to be filed by it under the Exchange Act, for the two years preceding the date hereof (or otherwise furnished such shorter period as the Company was required by law to file such material) (all of the foregoing filed prior to the SEC date hereof and all material forms, reports, schedules, exhibits included therein and financial statements and other schedules thereto and documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, being hereinafter referred to as the “SEC ReportsDocuments”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) Documents complied in all material respects as to form with the applicable requirements of the Securities Act and the Exchange ActAct and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated hereunder, and (ii) did not contain none of the SEC Documents, 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 light of the circumstances under which they were made, not misleading. (b) . The Company maintains has advised the Investor that a system correct and complete copy of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability each of the Company’s SEC Documents (together with all exhibits and schedules thereto and as amended to date) is available at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, a website maintained by the Commission where the Investor may view the SEC Documents. The financial reporting statements of the Company included in the SEC Documents (the “Financial Statements”) comply in all material respects with applicable accounting requirements and the preparation rules and regulations of the Company’s Commission with respect thereto as in effect at the time of filing. Such financial statements for external purposes have been prepared in all material respects in accordance with United States generally accepted accounting principles as in effect from time to time applied on a consistent basis during the periods involved (“GAAP”) and that includes policies and procedures that (i) pertain to ), except as may be otherwise specified in such financial statements or the maintenance of records thatnotes thereto, in reasonable detail, accurately and fairly reflect present in all material respects the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures position of the Company are being made only in accordance with authorizations and its consolidated Subsidiaries as of management and directors for the dates thereof and the results of operations and cash flows for the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statementsperiods then ended. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of requirement to file all reports, schedules, forms, statements and other documents required to be filed by the Securities Company under the Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and (iidocuments incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, in each case as amended or supplemented prior to the Effective Date, being collectively referred to herein as the “SEC Reports”) did not contain 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 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. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability statements of the Company’s financial reporting Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the preparation rules and regulations of the CompanyCommission with respect thereto as in effect at the time of filing. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements for external purposes or supporting schedules are required to be included in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus. Such financial statements have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time applied on a consistent basis during the periods involved (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that), except as may be otherwise specified in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of such financial statements in accordance with or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and that receipts and expenditures fairly present in all material respects the financial position of the Company are being made only in accordance with authorizations and its consolidated Subsidiaries as of management and directors for the dates thereof and the results of operations and cash flows for the Companyperiods then ended, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionsubject, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms case of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written orunaudited statements, to the knowledge of the Companynormal, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115immaterial, as in effect on the date hereofyear-end audit adjustments.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company Parent has filed with or otherwise furnished to the SEC all material formsrequired registration statements, prospectuses, reports, schedules, statements forms, statements, certifications and other documents that it is required to file or furnish under (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the Securities Act or the Securities Exchange Act of 1934SEC since January 1, as amended, and the rules and regulations promulgated thereunder 2018 (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Parent SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in dates, the case of Parent SEC Reports that are registration statements filed pursuant to and the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) Spinoff Filings complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to the Parent SEC Reports and the Spinoff Filings, as applicable, and none of the Parent SEC Reports or the Spinoff Filings when filed and at their respective effective times, if applicable, 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 (bbut before the date of this Agreement) The Company maintains a system shall be deemed to modify information as of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability an earlier date. As of the Company’s financial reporting and date of this Agreement, there are no outstanding or unresolved comments received from the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act SEC with respect to such reports. (d) Since January 1any of the Parent SEC Reports, 2010, the Company has not received any written orand, to the knowledge of Parent, none of the Company, oral notification Parent SEC Reports is the subject of a “material weakness” in any outstanding SEC investigation. No Parent Subsidiary is required to file reports with the Company’s internal controls over financial reporting. The term “material weakness” shall have SEC pursuant to the meaning assigned to it in requirements of the Statements of Auditing Standards 112 and 115, as in effect on the date hereofExchange Act.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has timely filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is Company SEC Reports required to file have been filed on or furnish under the Securities Act or the Securities Exchange Act of 1934after May 3, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act2018. 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 of 1933 (the “Securities Act”)) and as of their respective filing dates (in the case of all other Company SEC Reports), and except as and to the extent modified, amended, restated, corrected, updated or superseded corrected by any subsequent Company SEC Report Reports filed and publicly available prior to the date of this Agreementhereof, the each Company SEC Reports Report (ia) complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act, Table of Contents 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 and the Exchange Act, other applicable Law and (iic) did not not, as of such respective dates, or if amended or restated prior to the date hereof, at the time of such later amendment or restatement, 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . As of the Company’s financial reporting and date of this agreement, there are no outstanding or unresolved comments in comment letters received from the preparation of the Company’s financial statements for external purposes in accordance SEC with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain respect to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures Company SEC Reports. No Subsidiary of the Company are being made only in accordance with authorizations is subject to the periodic reporting requirements of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act or is recordedotherwise required to file any periodic forms, processedreports, summarized and reported within the time periods specified in the rules and forms of schedules, statements or other documents with the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company 1st Constitution has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements registration statements, prospectuses and other documents that it is documents, together with amendments thereto, required to file or furnish under be filed with the Securities Act or the Securities Exchange Act of 1934SEC since December 31, as amended, and the rules and regulations promulgated thereunder 2009 (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC 1st Constitution Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates of filing with the SEC (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any a subsequent SEC Report filed and publicly available filing prior to the date hereof, as of this Agreementthe date of such subsequent filing), the SEC 1st Constitution Reports (i) complied complied, and each 1st Constitution Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act, ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and (ii) Consumer Protection Act and did not or will not, as the case may be, 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, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the 1st Constitution Reports. None of 1st Constitution’s Subsidiaries is required to file periodic reports with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act. No executive officer of 1st Constitution has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and to the Knowledge of 1st Constitution no enforcement action has been initiated against 1st Constitution or its officers or directors by the SEC relating to disclosures contained in any 1st Constitution Report. (b) The Company maintains records, systems, controls, data and information of 1st Constitution and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of 1st Constitution or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. 1st Constitution and its Subsidiaries have devised and maintain a system of “internal accounting controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides sufficient to provide reasonable assurance assurances regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “. 1st Constitution has designed disclosure controls and procedures” procedures (as defined in within the meaning of Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that material information relating to the Company 1st Constitution and its Subsidiaries is accumulated and communicated made known to the Company’s management of 1st Constitution by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under by the Exchange Act with respect to such reportsthe 1st Constitution Reports. Management of 1st Constitution has disclosed, based on its most recent evaluation prior to the date hereof, to 1st Constitution’s auditors and the audit committee of 1st Constitution’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect RFH’s ability to record, process, summarize and report financial data and have identified for 1st Constitution’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in 1st Constitution’s internal controls. (dc) Since Except as set forth in Section 4.7(c) of the 1st Constitution Disclosure Schedule, since January 1, 2010, the Company has not received neither 1st Constitution nor any written orof its Subsidiaries nor, to the knowledge Knowledge of 1st Constitution, any member of 1st Constitution’s Board of Directors or executive officer of 1st Constitution or any of its Subsidiaries, has received any material written complaint, allegation, assertion or claim regarding the Companyaccounting or auditing practices, oral notification procedures, methodologies or methods of a “material weakness” in the Company’s 1st Constitution or any of its Subsidiaries or their respective internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofaccounting controls.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is reports required to file or furnish be filed by it under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents including pursuant to Section 13 13(a) or 15 of 15(d) thereof, for the two years preceding the date hereof (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. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder, 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. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability statements of the Company’s financial reporting Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the preparation rules and regulations of the Company’s SEC with respect thereto as in effect at the time of filing. Such financial statements for external purposes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in effect from time to time (“GAAP”) such financial statements or the notes thereto, and that includes policies fairly present in all material respects the financial position of the Company and procedures that (i) pertain to its consolidated Subsidiaries as of and for the maintenance dates thereof and the results of records thatoperations and cash flows for the periods then ended, subject, in reasonable detailthe case of unaudited statements, accurately and fairly reflect to normal, year-end audit adjustments. All material agreements to which the transactions and dispositions of Company or any Subsidiary is a party or to which the property or assets of the Company, (ii) provide reasonable assurance that transactions Company or any Subsidiary are recorded subject are included as necessary to permit preparation part of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company specifically identified in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reportsSEC Reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company XRG has filed with or otherwise furnished to the SEC all material forms, required reports, schedules, statements forms, statements, and other documents that it is required to file or furnish under with the Securities Act or and Exchange Commission (the Securities Exchange Act "SEC"). In particular, but without limitation of 1934the generality of the foregoing, as amendedXRG has filed with the SEC, and has heretofore made available to the rules Sellers, true and regulations promulgated thereunder (the “Exchange Act”) since February 25complete copies of XRG's most recent annual report on Form 10-KSB, 2012 (such documentsmost recent quarterly report on Form 10-QSB, as supplemented or amended since and most recent Form 8-K. These reports, at the time of filingfiled, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (iia) 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 (b) The Company maintains a system of “internal controls over financial reporting” (as defined complied in Rules 13a-15(f) and 15a-15(f) under all material respects with the Exchange Act) that provides reasonable assurance regarding the reliability applicable requirements of the Company’s Securities Act of 1933 and the Securities Exchange Act of 1934, as applicable, and the applicable rules and regulations of the SEC thereunder. No independent auditors' report included with the audited financial reporting and statements of XRG included in the SEC reports referenced above (the "Audited Financial Statements") has been revoked or qualified in any manner since its date. XRG has not, since March 31, 2003, made any material change in the accounting practices or policies applied in the preparation of the Company’s financial statements for external purposes Audited Financial Statements. The books and records of XRG have been, and are being, maintained in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements all material respects in accordance with GAAP, and that receipts and expenditures . The management of the Company are being made only in accordance with authorizations of management and directors of the Company, and XRG has (iiii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “designed disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed procedures to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that material information relating to the Company XRG, including its consolidated subsidiaries, is accumulated and communicated made known to the Company’s management as appropriate of XRG by others within XRG and (ii) has disclosed, based on its most recent evaluation, to allow timely decisions regarding required disclosure XRG's auditors and to make the certifications audit committee of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. Board (dA) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” all significant deficiencies in the Company’s design or operation of internal controls over which could adversely affect XRG's ability to record, process, summarize and report financial reporting. The term “data and have identified for XRG's auditors any material weakness” shall weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have the meaning assigned to it a significant role in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofXRG's internal controls.

SEC Reports. (a) Except CBPO has timely filed or furnished, as the case may be, all registration statements, proxy statements, reports, forms and other documents required to be filed or furnished by it with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of with the SEC (all of the “SEC Staff”), dated September 6, 2012, the Company has foregoing documents filed with or otherwise furnished to the SEC and all material forms, reports, schedules, statements and other documents that it is required exhibits included therein are referred to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange ActCBPO SEC Reports”) since February 25January 1, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act2012. As of their respective effective dates (in the case of the CBPO SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other CBPO SEC Reports), except as and to the extent modifiedor in each case, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available if amended prior to the date hereof, as of this Agreementthe date of the last such amendment, the SEC Reports (i) each CBPO SEC Report complied in all material respects with the applicable requirements of the Securities Act and or the Exchange Act, and (ii) did not contain none of such CBPO SEC 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 such statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The Company CBPO has established and maintains a system of “internal disclosure controls over financial reporting” and procedures (as defined in Rules 13a-15(f) and 15a-15(f) Rule 13a-15 under the Exchange Act) ). Such disclosure controls and procedures are designed to ensure that provides reasonable assurance regarding material information relating to CBPO, including its Subsidiaries, is made known to CBPO’s principal executive officer and principal financial officer by others within those entities, particularly during the reliability periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the CBPO principal executive officer and principal financial officer to material information required to be included in CBPO’s periodic and current reports required under the Exchange Act. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. CBPO is in compliance in all material respects with the provisions of the Company’s financial reporting and the preparation S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time 2002 that are applicable to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statementsCBPO. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 20102012, CBPO has been and is in compliance in all material respects with the Company has not received any written or, to the knowledge applicable listing and corporate governance rules and regulations of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofNASDAQ.

SEC Reports. (a) Except The Company has timely filed or furnished, as applicable, with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the “SEC Staff”)Exchange Act) all registration statements, dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedulesstatements, statements certifications and other documents that it is (including all exhibits and other information incorporated therein, amendments and supplements thereto) in each case required to file be filed or furnish under furnished on or prior to the Securities Act or date hereof by it with the Securities Exchange Act of 1934SEC since December 31, as amended, and the rules and regulations promulgated thereunder 2013 (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereincollectively, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. 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 of 1933 (the “Securities Act”)) and as of their respective filing dates (in the case of all other applicable Company SEC Reports), except as and to the extent modifiedor, amended, restated, corrected, updated if amended or superseded by any a subsequent SEC Report filed and publicly available 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 (ia) complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations promulgated thereunder, as the case may be, applicable to such Company SEC Reports and (b) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and other applicable Law, each as in effect on the Exchange Actdate so filed. As of their respective filing dates (or, and (ii) did not contain if amended or superseded by a subsequent filing prior to the date hereof, as of 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 misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined . There are no outstanding or unresolved comments in Rules 13a-15(f) and 15a-15(f) under comment letters received from the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain SEC or its staff and, to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets Knowledge of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures none of the Company are being made only SEC Reports is the subject of ongoing SEC review. There has been no material correspondence between the SEC and the Company since December 31, 2013 that is not set forth in accordance with authorizations of management and directors the Company SEC Reports or included on the SEC’s ▇▇▇▇▇ website or that has not otherwise been disclosed to Parent prior to the date hereof. No Subsidiary of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection Company is subject to the periodic reporting requirements of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act or is recordedotherwise required to file any periodic forms, processedreports, summarized and reported within the time periods specified in the rules and forms of schedules, statements or other documents with the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company Watsco has filed with or otherwise furnished to the SEC all material registration statements, forms, reports, schedules, definitive proxy statements and other documents that it is required to file be filed by Watsco or furnish under its Subsidiaries with the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) SEC since February 2529, 2012 2012. All such registration statements, forms, reports and other documents (such documentsnot including any information furnished to the SEC, as supplemented or amended since the time of filingincluding, and together with but not limited to, all information incorporated by reference thereinfurnished under Items 2.02, 7.01 or 9.01 of Form 8-K) are referred to herein as the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the .” The SEC Reports (i) were filed on a timely basis and (ii) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit Act applicable to state a 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 misleadingsuch SEC Reports. (b) The Company maintains Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained in the SEC Reports at the time filed (i) complied in all material respects with applicable generally accepted accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with applicable generally accepted accounting principles applied on a system consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of “internal controls over unaudited interim financial reporting” (statements, as defined in Rules 13a-15(f) and 15a-15(f) permitted by the SEC under the Exchange Act) and (iii) fairly presented in all material respects the consolidated financial position of Watsco and its Subsidiaries as of the dates indicated and the consolidated results of its operations and cash flows for the periods indicated, except that provides the unaudited interim financial statements were subject to normal and recurring year end adjustments which were not material in amount. (c) Except as disclosed in Watsco’s annual report on Form 10-K filed on February 29, 2012 and any subsequent quarterly reports on Form 10-Q or current reports on Form 8-K (excluding any risk factor disclosure contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or other statements that are similarly non-specific and are predictive or forward-looking in nature) filed and publicly available prior to the date of this Agreement, (i) Watsco and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States applicable generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Companyprinciples, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation each of financial statements in accordance with GAAP, Watsco and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company its Subsidiaries maintains a system of “disclosure controls and procedures” (as defined in procedures required by Rules 13a-15(e) and 15d-15(e) 13a-15 or 15d-15 under the Exchange Act) that is reasonably designed , and such disclosure controls and procedures are effective to ensure that all material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act concerning Watsco is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating made known on a timely basis to the Company is accumulated individuals responsible for the preparation of Watsco’s filings with the SEC and communicated to the Company’s management other public disclosure documents as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the SEC Reports, (iii) there are no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Watsco’s ability to record, process, summarize and report financial information, Watsco has disclosed to its outside auditors any significant deficiencies or material weaknesses in internal controls, and, to Watsco’s knowledge, there is no reason to believe that Watsco’s outside auditors and Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Company required under the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect of 2002, without qualification, when next due, (iv) to such reports. (d) Since January 1Watsco’s knowledge, 2010there is no fraud, the Company has whether or not received any written ormaterial, to the knowledge of the Company, oral notification of that involves management or other employees who have a “material weakness” significant role in the CompanyWatsco’s internal controls over financial reporting. The term “and (v) Watsco is in compliance in all material weakness” shall have respects with the meaning assigned to it in applicable listing and other rules and regulations of the Statements of Auditing Standards 112 New York Stock Exchange and 115, as in effect on the date hereofNYSE Amex.

SEC Reports. LEGAL_US_W # 62319343.5 -11- (a) Except with respect to certain matters addressed in the letter received from the staff as set forth on Part 2.4-1 of the Division of Corporation Finance of TPT Disclosure Schedule, TPT has on a timely basis filed all forms, reports and documents required to be filed by it with the SEC (the “SEC Staff”)since October 4, dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 2006 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “TPT SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the The TPT SEC Reports (i) complied were or will be prepared in all material respects accordance with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and, to the extent then applicable, SOX, including in each case, the rules and regulations thereunder and (ii) except to the extent that information contained in any TPT SEC Reports has been revised, modified or superseded (prior to the date of this Agreement) by a later filed TPT SEC Report, did not at the time they were filed with the SEC, or will not at the time they are filed with the SEC, 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. No Subsidiary of TPT is or has been required to file any form, report, registration statement or other document with the SEC. TPT maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; and such controls and procedures are designed to ensure that all material information concerning TPT and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of TPT’s filings with the SEC and other public disclosure documents. Except as set forth on Part 2.4-2 of the TPT Disclosure Schedule, to TPT’s Knowledge, each director and executive officer of TPT has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since October 4, 2006. As used in this Section 2.4, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. With respect to TPT’s Annual Reports on Form 10-K for each fiscal year of TPT beginning on or after October 4, 2006 and TPT’s Quarterly Reports on Form 10-Q for each of the first three fiscal quarters in each of such fiscal years of TPT, all certifications and statements with respect thereto and required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, and the rules and regulations of the SEC promulgated thereunder, complied with such rules and regulations and the statements contained in such certifications statements were true and correct as of the date of the filing thereof. (b) Since October 4, 2006, neither TPT nor any of its Subsidiaries or, to TPT’s Knowledge, any Representative of TPT or any of its Subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of TPT or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion or claim that TPT or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (c) The Company maintains TPT Corporations have implemented and maintain a system of “internal controls control over financial reporting” reporting (as defined in Rules 13a-15(f) and 15a-15(f15d-15(f) under the Exchange Act) that provides sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures , including, without limitation, that (i) pertain to the maintenance of records that, transactions are executed in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Companyaccordance with management’s general or specific authorizations, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPGAAP and to maintain asset accountability, and that receipts and expenditures of the Company are being made (iii) access to assets is permitted only in accordance with authorizations of management and directors of the Companymanagement’s general or specific authorization, and (iiiiv) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection intervals and appropriate action is taken with respect to any differences. Except as set forth in Part 2.4(c) of unauthorized acquisitionthe TPT Disclosure Schedule, usesince October 4, 2006, (A) there have not been any changes in the TPT Corporations’ internal control over financial reporting that have materially affected, or disposition are reasonably likely to materially affect, the TPT Corporations’ internal control over financial reporting; (B) all significant deficiencies and material weaknesses in the design or operation of the CompanyTPT Corporations’ internal control over financial reporting which are reasonably likely to adversely affect the TPT Corporations’ ability to record, process, summarize and report financial information have been disclosed to TPT’s assets outside auditors and the audit committee of TPT’s board of directors, and (C) there has not been any fraud, whether or not material, that could involves management or other employees who have a material effect on significant role in the Company’s TPT Corporations’ internal control over financial statements. (creporting. Part 2.4(c) The Company maintains a system of “the TPT Disclosure Schedule lists, and TPT has made available to Raptor copies of, all reports and other documents concerning internal control filed with the SEC or delivered to TPT by its auditors since October 4, 2006. TPT has made available to Raptor copies of all policies, manuals and other documents promulgating such disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1TPT is, 2010and since October 4, 2006 has been, in compliance with the Company has not received any written or, to applicable provisions of SOX and the knowledge applicable listing and corporate governance rules and regulations of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofNASDAQ.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements reports and other documents that it is with the SEC required to file or furnish under be filed by the Securities Act or the Securities Exchange Act of 1934Company since October 31, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 2005 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated any reports filed during such period by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such formson a voluntary basis on Form 8-K, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act"Company SEC Reports"). As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the Company SEC Reports (i) complied in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act and the Exchange Act, Act 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s financial reporting statements (including the related notes) of the Company included in the Company SEC Reports complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the preparation published rules and regulations of the Company’s financial statements for external purposes SEC with respect thereto in effect at the time of such filing, was prepared in accordance with United States the rules and regulations of the SEC and generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as indicated in effect from time to time the notes thereto) applied on a consistent basis during the periods involved (“GAAP”except as may be indicated in the notes thereto) and that includes policies and procedures that (i) pertain to fairly presented in all material respects the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures position of the Company are being made only in accordance with authorizations of management and directors its consolidated Subsidiaries as of the Companyrespective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, and (iii) provide reasonable assurance regarding prevention or timely detection in the case of unauthorized acquisitionunaudited statements, use, or disposition to normal year-end adjustments). As of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system date of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written orthis Agreement, to the knowledge of the Company, oral notification there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Reports and none of a “material weakness” in the Company’s internal controls over Company SEC Reports is the subject of ongoing SEC review or investigation. (b) The chief executive officer and principal financial reporting. The term “material weakness” shall officer of the Company have made all certifications required by Section 302 and Section 906 of the meaning assigned to it in the Statements ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of Auditing Standards 112 and 1152002, as amended, and the rules and regulations promulgated thereunder by the SEC, and the statements contained in effect on the date hereofany such certificates were complete and correct when made.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”)The Company, dated September 6, 2012, the Company has BHC and UTV have filed with or otherwise furnished the SEC, and have heretofore made available to the SEC Buyer true and complete copies of, all material forms, reports, schedules, statements and other documents that it is required to file or furnish under be filed with the Securities Act or SEC by the Securities Exchange Act of 1934Company, as amendedBHC and UTV since January 1, and the rules and regulations promulgated thereunder 1997 (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated therein by reference thereinreference, the “"Company SEC Reports”"). No Subsidiary Except for BHC and UTV, no subsidiary of the Company is required to file any form, report, schedule, statement or other document with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange ActSEC. As of their respective effective dates (in dates, the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and none of the Company SEC Reports at the time they were 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 light of the circumstances under which they were made, not misleading. . The financial statements (bincluding the related notes) The included in the Company maintains a system of “internal controls over financial reporting” (SEC Reports comply as defined to form in Rules 13a-15(f) all material respects with applicable accounting requirements and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability published rules and regulations of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes SEC with respect thereto, have been prepared in accordance with United States U.S. generally accepted accounting principles ("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 effect from time to time (“GAAP”the notes thereto) and that includes policies and procedures that (i) pertain to fairly present in all material respects the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets consolidated financial position of the Company, BHC and UTV and their respective consolidated subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (ii) provide reasonable assurance that transactions are recorded subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as necessary and to permit preparation of financial statements the extent set forth in accordance with GAAP, and that receipts and expenditures Section 3.7 of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010Disclosure Schedule, the Company has and its subsidiaries do not received have any written orliability or obligation of any nature (whether accrued, to the knowledge of the Companyabsolute, oral notification of a “material weakness” contingent or otherwise) other than liabilities and obligations which would not, individually or in the Company’s internal controls over financial reporting. The term “material weakness” shall aggregate, have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofa Company Material Adverse Effect.

SEC Reports. Since January 1, 1999, to the best of its knowledge Chequemate has filed all required forms, reports and documents (a"Chequemate SEC Reports") Except with respect the Securities and Exchange Commission (the "SEC") required to certain matters addressed in be filed by it pursuant to the letter received from the staff of the Division of Corporation Finance of federal securities laws and the SEC (the “SEC Staff”), dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25thereunder, 2012 (such documents, as supplemented or amended since the time all of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) which have complied in all material respects with the all applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and (ii) did not contain the rules and interpretive releases promulgated thereunder. None of such Chequemate SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under , unless supplemented prior to the Exchange Act) that provides reasonable assurance regarding the reliability Closing Date. Each of the Company’s consolidated balance sheets in or incorporated by reference into the Chequemate SEC Reports fairly presents or will fairly present the financial reporting and the preparation position of the Company’s financial 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, of the entity or entities to which it relates for external purposes the period set forth therein (subject in the case of unaudited interim statements, to normal year-end audit adjustments) in each case in accordance with United States generally generally-accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain applicable to the maintenance of records thatparticular entity consistently applied throughout the periods involved, in reasonable detail, accurately except as may be noted therein; and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention independent certified public accountants for Chequemate have rendered or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act will render an unqualified opinion with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” each audited financial statement included in the Company’s internal controls over financial reportingChequemate SEC Reports. The term “material weakness” shall have the meaning assigned to it consolidated financial statements included in the Statements of Auditing Standards 112 and 115, Chequemate SEC Reports are hereinafter sometimes collectively referred to as in effect on the date hereof"Chequemate Financial Statements."

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished filed, pursuant to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934Act, as amendedthe case may be, all material forms, statements, reports and the rules documents (including all exhibits, amendments and regulations promulgated thereunder supplements thereto) (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “"SEC Reports”). No Subsidiary ) required to be filed with respect to the business and operations of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements under each of the Securities Act and the Exchange Act, and (ii) did not contain the respective rules and regulations thereunder, and all of the SEC Reports complied in all material respects with all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the appropriate act and the rules and regulations thereunder in effect on the date each such report was filed. At the respective dates they were filed, none of the SEC Reports contained any untrue statement of a material fact or omit omitted to state a 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. (b) . The Company maintains a system of “internal controls over consolidated financial reporting” (as defined in Rules 13a-15(f) statements, including the schedules and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability notes thereto, of the Company’s financial reporting Company included in the SEC Reports complied as to form in all material respects with the applicable accounting requirements and the preparation published rules and regulations of the Company’s SEC with respect thereto, fairly present the consolidated financial position, results of operations and cash flows of the Company as of the dates or for the periods indicated therein, subject, in the case of the unaudited statements, to normal year-end adjustments and the absence of certain footnote disclosures. All of the consolidated financial statements for external purposes referred to above in this subsection, including the schedules and notes thereto, have been prepared in accordance with United States generally accepted accounting principles consistently applied throughout the respective periods covered thereby (except as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention may be indicated therein or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reportsnotes thereto). (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except The Borrower has timely filed with respect to certain matters addressed in or furnished to, as applicable, the letter received from the staff of the Division of Corporation Finance of the SEC Securities and Exchange Commission (the “SEC StaffSEC”)) all registration statements, dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material formsprospectuses, reports, schedules, forms, statements and other documents that it is (including exhibits and all other information incorporated by reference) required to file be filed or furnish under furnished by it with the Securities Act or the Securities Exchange Act of 1934SEC since January 1, as amended, and the rules and regulations promulgated thereunder 2010 (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Borrower SEC ReportsDocuments”). No Subsidiary of The Borrower has made available to the Company is required Lender all such Borrower SEC Documents that it has so filed or furnished prior to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Actdate hereof. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any a subsequent SEC Report filed and publicly available filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of this Agreement, the Borrower SEC Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities Act and Exchange Act applicable to such Borrower SEC Documents. None of the Exchange ActBorrower SEC Documents, and including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed or furnished (ii) did not contain or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . None of the CompanyBorrower’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance Subsidiaries is required to file with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain or furnish to the maintenance of records thatSEC any forms, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention reports or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statementsother documents. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”)Since January 1, dated September 62001, 2012, the Company Buyer has timely filed with or otherwise furnished to the SEC all material forms, required reports, schedules, statements and other documents that it is required to file or furnish under forms with the Securities Act or the Securities and Exchange Act of 1934, as amendedCommission (collectively, and the rules in each case including all amendments, exhibits and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, schedules thereto and together with all information documents incorporated by reference therein, the “"SEC Reports”"). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates its filing date (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any subsequent SEC Report filed and publicly available a filing prior to the date of this Agreement, on the date of such filing), each SEC Reports (i) Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act, and as the case may be. As of their respective filing dates (ii) did not contain or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), none of the SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed SEC Report. (b) The Company maintains a system consolidated financial statements (including any related notes) included in the SEC Reports (the "Buyer Financial Statements") fairly present in all material respects the consolidated financial position, statements of “internal controls over financial reporting” (equity, cash flows and changes in stockholders' equity of Buyer for the respective fiscal periods or as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting respective dates therein set forth; and each of such statements (including the preparation related notes, where applicable) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the Company’s financial SEC with respect thereto; and each of such statements for external purposes (including the related notes, where applicable) has been prepared in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to Buyer GAAP consistently applied during the maintenance of records thatperiods involved, except, in reasonable detaileach case, accurately as indicated in such statements or in the notes thereto, and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance provided that transactions are recorded as necessary to permit preparation of unaudited interim financial statements in accordance with GAAP, may not contain footnotes and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statementsmay be subject to normal year-end audit adjustments. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except A true and complete copy of each annual, quarterly and other report, registration statement, and definitive proxy statement filed by Buyer with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC since January 1, 2016 and prior to the date hereof (the “Buyer SEC StaffDocuments”), dated September 6, 2012, ) is available on the Company has filed with or otherwise furnished to web site maintained by the SEC all material formsat ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, reports, schedules, statements and other documents that it is required to file or furnish under than portions in respect of which confidential treatment was granted by the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange ActSEC. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the Buyer SEC Reports (i) Documents complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Documents, and none of the Buyer SEC Documents as of their respective filing dates or, taken as a whole, as of the date hereof, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains financial statements of Buyer included in the Buyer SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a system consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, except in the case of “internal controls over pro forma statements, or, in the case of unaudited financial reporting” (statements, except as defined in Rules 13a-15(f) and 15a-15(f) permitted under Form 10-Q under the Exchange Act) that provides reasonable assurance regarding and fairly presented the reliability consolidated financial position of Buyer and its consolidated Subsidiaries as of the Company’s financial reporting respective dates thereof and the preparation consolidated results of Buyer’s operations and cash flows for the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time periods indicated (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records thatsubject to, in reasonable detailthe case of unaudited statements, accurately normal and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded recurring year-end audit adjustments). Except as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recordedBuyer SEC Documents, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act no material adverse effect with respect to such reportsBuyer has occurred since December 31, 2018. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except Unique has made available to Invacare a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Unique with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder Commission (the “Exchange Act”"Commission") since February 25October 31, 2012 1992 (as such documents, as supplemented or amended documents have since the time of filing, and together with all information incorporated by reference thereintheir filing been amended, the “"SEC Reports”). No Subsidiary of ") which are all the Company is documents (other than preliminary material) that Unique was required to file with the SEC any Commission since such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Actdate. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the Commission thereunder applicable to the SEC Reports, and none of the SEC Reports contained, as of the respective dates thereof, any untrue statement of a material fact or omit omitted to state a 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. (b) . The Company maintains a system financial statements of “internal controls over financial reporting” (Unique included in the SEC Reports complied, as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting respective dates thereof, as to form in all material respects with applicable accounting requirements and with the preparation published rules and regulations of the Company’s financial statements for external purposes Commission with respect thereto, and have been prepared in accordance with United States generally accepted accounting principles as of the respective dates thereof, applied on a consistent basis during the periods involved (except as may be indicated in effect from time to time (“GAAP”the notes thereto, or in the case of the unaudited statements, as permitted by Form 1 0-Q) and that includes policies fairly present (subject, in the case of the unaudited statement, to normal, recurring adjustments) the financial position of Unique as at the dates thereof and procedures that the results of its operations and cash flows (i) pertain or changes in financial position prior to the maintenance approval of records that, in reasonable detail, accurately and fairly reflect FASB 95) for the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statementsperiods then ended. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except Buyer has filed all reports, schedules, forms, certifications, statements and other documents required to be filed by Buyer with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “Buyer SEC Staff”), dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC ReportsDocuments”). No Subsidiary of the Company is required to file with All Buyer SEC Documents are available from the SEC any such forms, reports, schedules, statements on the E▇▇▇▇ System or other documents pursuant to Section 13 or 15 of in the Exchange Act. Buyer Data Room. (b) As of their its respective effective dates (in the case of date, each Buyer SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) Document complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act Act, as the case may be, and the Exchange Actrules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Document, 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. (b) The Company maintains . Except to the extent that information contained in any Buyer SEC Document has been revised or superseded by a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability later filed Buyer SEC Document, none of the Company’s Buyer SEC Documents contains any untrue statement of a material fact or omits to state 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. The consolidated financial reporting statements of Buyer included in the Buyer SEC Documents comply as to form in all material respects with applicable accounting requirements and the preparation published rules and regulations of the Company’s financial statements for external purposes SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in effect from time to time (“GAAP”the notes thereto) and that includes policies fairly present the consolidated financial position of Buyer as of the dates thereof and procedures that the consolidated results of its operations and cash flows for the periods shown (i) pertain to the maintenance of records thatsubject, in reasonable detailthe case of unaudited statements, accurately to normal year-end audit adjustments). The principal executive officer of Buyer and fairly reflect the transactions principal financial officer of Buyer have made all certifications required by Sections 302 and dispositions 906 of the assets S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, 2002 and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms regulations of the SEC, and that information relating to SEC promulgated thereunder (the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge Buyer SEC Documents. For purposes of the Companypreceding sentence, oral notification of a “material weaknessprincipal executive officer” in the Company’s internal controls over and “principal financial reporting. The term “material weaknessofficer” shall have the meaning assigned meanings given to it such terms in the Statements of Auditing Standards 112 and 115S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As used in this Section 5.26, as the term “file” shall be broadly construed to include any manner in effect on which a document or information is furnished, supplied or otherwise made available to the date hereofSEC.

SEC Reports. Since September 1, 2002 to the best of its knowledge Buyer has filed all required forms, reports and documents (a"Buyer SEC Reports") Except with respect the Securities and Exchange Commission (the "SEC") required to certain matters addressed in be filed by it pursuant to the letter received from the staff of the Division of Corporation Finance of federal securities laws and the SEC (the “SEC Staff”), dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25thereunder, 2012 (such documents, as supplemented or amended since the time all of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) which have complied in all material respects with the all applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and (ii) did not contain the rules and interpretive releases promulgated thereunder. None of such Buyer SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s consolidated balance sheets in or incorporated by reference into the Buyer SEC Reports fairly presents or will fairly present the financial reporting and the preparation position of the Company’s financial 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, of the entity or entities to which it relates for external purposes the period set forth therein (subject in the case of unaudited interim statements, to normal yearend audit adjustments) in each case in accordance with United States generally generally-accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain applicable to the maintenance of records thatparticular entity consistently applied throughout the periods involved, in reasonable detail, accurately except as may be noted therein; and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention independent certified public accountants for Buyer have rendered or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act will render an unqualified opinion with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” each audited financial statement included in the Company’s internal controls over financial reportingBuyer SEC Reports. The term “material weakness” shall have the meaning assigned to it consolidated financial statements included in the Statements of Auditing Standards 112 and 115, Buyer SEC Reports are hereinafter sometimes collectively referred to as in effect on the date hereof"Buyer Financial Statements."

SEC Reports. (a) Except The Company has timely filed or furnished, as the case may be, all registration statements, proxy statements, reports, forms and other documents required to be filed or furnished by it with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of with the SEC (all of the “SEC Staff”), dated September 6, 2012, the Company has foregoing documents filed with or otherwise furnished to the SEC and all material forms, reports, schedules, statements and other documents that it is required exhibits included therein are referred to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of ) for the one (1) year preceding the date hereof (or such shorter period as the Company is was required by law or regulation to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Actmaterial). As of their respective effective dates (in the case of the Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modifiedor in each case, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available if amended prior to the date hereof, as of this Agreementthe date of the last such amendment, the SEC Reports (i) each Company SEC Report complied in all material respects with the applicable requirements of the Securities Act and or the Exchange Act, and (ii) did not contain none of such Company SEC 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 such statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The Company has established and maintains a system of “internal disclosure controls over financial reporting” and procedures (as defined in Rules 13a-15(f) and 15a-15(f) Rule 13a-15 under the Exchange Act) ). Such disclosure controls and procedures are designed to ensure that provides reasonable assurance regarding material information relating to the reliability of Company, including its Subsidiaries, is made known to Company’s principal executive officer and principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the Company principal executive officer and principal financial officer to material information required to be included in the Company’s periodic and current reports required under the Exchange Act. For purposes of this Agreement, “principal executive officer” and “principal financial reporting and officer” shall have the preparation meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. The Company is in compliance in all material respects with the provisions of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 that includes policies and procedures that (i) pertain are applicable to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of “disclosure controls NASDAQ, and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company has not, in the reports twelve (12) months preceding the date hereof, received notice from NASDAQ to the effect that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated not in compliance with such listing and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure corporate governance rules and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reportsregulations. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. Since January 1, 1998, to the best of its knowledge the Parent has filed all required forms, reports and documents (a"Parent SEC Reports") Except with respect the Securities and Exchange Commission (the "SEC") required to certain matters addressed in be filed by it pursuant to the letter received from the staff of the Division of Corporation Finance of federal securities laws and the SEC (the “SEC Staff”), dated September 6, 2012, the Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25thereunder, 2012 (such documents, as supplemented or amended since the time all of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) which have complied in all material respects with the all applicable requirements of the Securities Act and the Securities Exchange Act of 1934 (the "Exchange Act"), and (ii) did not contain the rules and interpretive releases promulgated thereunder. None of such Parent SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, contained, or, if to be filed in the future will contain, any untrue statement of a material fact fact, or omitted, omit or 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . Each of the Company’s consolidated balance sheets in or incorporated by reference into the Parent SEC Reports fairly presents or will fairly present the financial reporting and the preparation position of the Company’s financial 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 Parent 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, of the entity or entities to which it relates for external purposes the period set forth therein (subject in the case of unaudited interim statements, to normal year-end audit adjustments) in each case in accordance with United States generally generally-accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain applicable to the maintenance of records thatparticular entity consistently applied throughout the periods involved, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded except as necessary to permit preparation of may be noted therein. The consolidated financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention included or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company included in the reports that it files or submits under Parent SEC Reports are hereinafter sometimes collectively referred to as the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief "Parent Financial Officer of the Company required under the Exchange Act with respect to such reportsStatements. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof."

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished to the SEC all material required forms, reports, schedules, statements reports and other documents that it is required to file or furnish under with the Securities Act or the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder Commission (the “Exchange Act”"SEC"). (i) since February 25The Company has made available to Investor, 2012 (such documents, as supplemented or amended since in the time of filing, and together form filed with all information incorporated by reference thereinthe SEC, the “SEC Reports”). No Subsidiary of Company's (A) quarterly reports on Form 10-Q filed by the Company is required to file with the SEC any such formssince January 1, reports1998, schedules(B) all current reports on Form 8-K, (C) all information statements or other documents pursuant to Section 13 or 15 of on Form 14C, and (D) all registration statements filed by the Exchange ActCompany with the SEC since January 1, 1998 (collectively and as amended as required, including the exhibits thereto, the "SEC Reports"). As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) complied in all material respects with the all applicable requirements of the Securities Act and the Exchange Act, and (ii) did not contain each as in effect on the dates such SEC Reports were filed. As of their respective dates, none of the SEC Reports, including, without limitation, any financial statements or schedules included therein, 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. (bii) The No subsidiary of the Company maintains a system is required, as of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) the date hereof, to file any form, report, or other document with the SEC under Section 12 of the Exchange Act. (iii) that provides reasonable assurance regarding the reliability The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company’s financial reporting and Company included in the preparation of the Company’s financial statements for external purposes SEC Reports fairly present in accordance all material respects, in conformity with United States generally accepted accounting principles set forth in opinions and pronouncements of the Financial Accounting Standards Board and of the Accounting Principles Board of the American Institute of Certified Public Accountants or by such other entity as may be approved by a significant segment of the United States accounting profession, in effect from time each case as the same are applicable to time the circumstances as of the date of determination (“"GAAP”") applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and that includes policies its consolidated subsidiaries as of the dates thereof and procedures that their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). The Company has heretofore made available or promptly will make available to Investor a complete and correct copy of any amendments or modifications, which are required to be filed with the SEC but have not yet been filed with the SEC, to the SEC Reports. (b) Except as set forth in Schedule 2.6(b) hereto, the Company and its subsidiaries have no liabilities of any nature (whether accrued, absolute, contingent or otherwise), except for: (i) pertain to liabilities set forth in the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions audited balance sheet of the assets of Company dated June 30, 1998 or on the notes thereto, contained in the Company's quarterly report on Form 10-Q for the quarterly period ended June 30, 1998; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation liabilities incurred in the ordinary course of financial statements in accordance business consistent with GAAPpast practice since June 30, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and 1998; and (iii) provide reasonable assurance regarding prevention liabilities which would not, individually or timely detection of unauthorized acquisitionin the aggregate, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statementsCompany Material Adverse Effect. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in Parent, since the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”)initial public offering, dated September 6, 2012, the Company has timely filed with or otherwise furnished to the SEC all material forms, reports, schedules, statements statements, registration statements, prospectuses and other documents that it is required to file be filed or furnish furnished by Parent with the SEC under the Securities Act or of 1933, as amended (the “Securities Act”) and/or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the “Exchange Act”) since February 25), 2012 (such documents, as supplemented or amended since the time of filing, and together with any amendments, restatements or supplements thereto (all information incorporated by reference thereinsuch filing, the “SEC Reports”). No Subsidiary The SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of Securities Act and the Exchange Act. As , as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates at the time they were filed with the SEC (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, 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 made therein, in the light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . As of the Company’s financial reporting and date hereof, there are no material outstanding or unresolved comments in comment letters from the preparation SEC staff with respect to Parent or the SEC Reports. As of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that date hereof, (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions none of the assets SEC Reports is the subject of the Company, ongoing SEC review or outstanding SEC comments and (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation neither the SEC nor any other governmental authority is conducting any investigation or review of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statementsany SEC Report. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the The Company has filed with or otherwise furnished to the SEC all material forms, required reports, schedules, statements forms, statements, and other documents that it is required to file or furnish under with the Securities Act or the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder Commission (the “Exchange Act”"SEC") [since February 25October 31, 2012 2000, the date of the Company's latest Form 10-Q] (such together with other documents that revise or supersede earlier filed documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “"SEC Reports”"). No Subsidiary The Company has delivered or made available to the Investors true and complete copies of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange ActReports. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities 1933 Act or the 1934 Act, as the case may be, and the Exchange Act, rules and (ii) did not contain regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC 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 light of the circumstances under which they were made, not misleading. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability statements of the Company’s financial reporting Company included in the SEC Reports complied as of their respective dates of filing with the SEC in all material respects with applicable accounting requirements and the preparation published rules and regulations of the Company’s financial statements for external purposes SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records thatexcept, in reasonable detailthe case of unaudited statements, accurately as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly reflect present the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures position of the Company are being made only in accordance with authorizations of management and directors as of the Companydates thereof and the results of its operations and cash flows for the periods then ended (subject, and (iii) provide reasonable assurance regarding prevention or timely detection in the case of unauthorized acquisitionunaudited statements, use, or disposition to normal year-end audit adjustments). As of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010date hereof, the Company has not received any written or, on a timely basis made all filings required to be made by the knowledge of Company with the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofSEC.

SEC Reports. (a) Except with respect The Issuer became a public company on February 16, 1995 pursuant to certain matters addressed in a registration statement on Form S-1 and simultaneously became a reporting company under the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”)Exchange Act, dated September 6, 2012, the Company and since such date Issuer has filed with or otherwise furnished to the Commission all SEC all material forms, reports, schedules, statements and other documents that it is Reports required to file or furnish be filed by it under each of the Securities Act or and the Securities Exchange Act of 1934, as amendedAct, and the respective rules and regulations promulgated thereunder (and except as set forth in Section 3.12 of the “Exchange Act”) since February 25Disclosure Schedule, 2012 (such documents, as supplemented no SEC Report has been filed late with the Commission. The Issuer has furnished or amended since the time made available or will make available to Purchaser true and correct copies of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) did not contain the applicable rules and regulations of the Commission thereunder, as the case may be, and none of the SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability statements of the Company’s financial reporting Purchaser, including the notes thereto, included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and with the preparation published rules and regulations of the Company’s financial statements for external purposes Commission with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in effect from time to time (“GAAP”the notes thereto or, in the case of unaudited statements, as permitted by Commission rules) and that includes policies present fairly the financial position of the Issuer at the dates thereof and procedures that of its operations and cash flows for the periods then ended (i) pertain to the maintenance of records thatsubject, in reasonable detailthe case of unaudited statements, accurately and fairly reflect to normal, recurring audit adjustments which will not be material in amount or significance). There has been no change in the transactions and dispositions of Issuer's accounting policies except as described in the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary notes to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s such financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”)From and after [ ], dated September 6, 2012, the Company has filed with whether or otherwise furnished to the SEC all material forms, reports, schedules, statements and other documents that it is not required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and by the rules and regulations promulgated thereunder (of the “Exchange Act”) since February 25Commission, 2012 (such documents, so long as supplemented or amended since the time of filing, and together with all information incorporated by reference thereinany Notes are outstanding, the Company will furnish to the Trustee (who will furnish to the Holders of Notes upon request) (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such forms, including a “SEC Reports”). No Subsidiary Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company is required to file with and its consolidated Subsidiaries (showing in reasonable detail, either on the SEC any such forms, reports, schedules, face of the financial statements or other documents pursuant to Section 13 or 15 in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Exchange Act. As Company and the Restricted Subsidiaries separate from the financial condition and results of their respective effective dates (in operations of the case of SEC Reports that are registration statements filed pursuant Unrestricted Subsidiaries) and, with respect to the requirements of annual information only, a report thereon by the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, Company’s certified independent accountants and (ii) did not contain any untrue statement of a material fact or omit to state a material fact all current reports that would be required to be stated therein or necessary filed with the Commission on Form 8-K if the Company were required to make the statements thereinfile such reports, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported each case within the time periods specified in the Commission’s rules and forms regulations. In addition, from and after [ ], whether or not required by the rules and regulations of the SECCommission, the Company will file a copy of all such information and that reports with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information relating available to securities analysts and prospective investors upon request. (b) In addition, the Company agrees that, for so long as any Notes remain outstanding, if at any time (x) the Commission does not accept the filings provided for in Section 4.08(a) above or (y) the filings provided for in Section 4.08(a) do not contain all of the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, it will furnish to the Trustee (who will furnish to the Holders of Notes upon request) and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company will also comply with the provisions of TIA Section 314(a). (c) Delivery of such reports, information and documents to the Trustee is accumulated for informational purposes only and communicated to 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 management compliance with any of its covenants hereunder (as appropriate to allow timely decisions regarding required disclosure and which the Trustee is entitled to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reportsrely exclusively on Officers’ Certificates). (d) Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereof.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Financial Statements. The Company has filed with or otherwise furnished to the SEC all material forms, reports, schedules, forms, statements and other documents that it is required to file or furnish be filed by the Company under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the “Exchange Act”) since February 25foregoing materials, 2012 (such documents, as supplemented or amended since including the time of filing, exhibits thereto and together with all information documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”). No Subsidiary ) on a timely basis or has received a valid extension of the Company is required to file with the SEC such time of filing and has filed any such forms, reports, schedules, statements or other documents pursuant SEC Reports prior to Section 13 or 15 the expiration of the Exchange Actany such extension. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementdates, the SEC Reports (i) Reports, unless stated therein to the contrary, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and (ii) did not contain 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. (b) . The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(fhas never been an issuer subject to Rule 144(i) under the Exchange Securities Act) that provides reasonable assurance regarding the reliability . The financial statements of the Company’s financial reporting Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the preparation rules and regulations of the Company’s Commission with respect thereto as in effect at the time of filing. Such financial statements for external purposes have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time applied on a consistent basis during the periods involved (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that), except as may be otherwise specified in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of such financial statements in accordance with or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and that receipts and expenditures fairly present in all material respects the financial position of the Company are being made only in accordance with authorizations as of management and directors for the dates thereof and the results of operations and cash flows for the Companyperiods then ended, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionsubject, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms case of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written orunaudited statements, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofnormal year-end audit adjustments.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”)Since January 1, dated September 6, 20122002, the Company has filed in a timely manner with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all reports (“SEC all material forms, reports, schedules, statements and other documents that it is Reports”) required to file or furnish be filed by it under the Securities Act or the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”). All of the SEC Reports filed by the Company comply in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder (applicable to the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary None of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements contains, as of the Securities Act and the Exchange Actrespective dates thereof, and (ii) did not contain any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they were made. All financial statements contained in the SEC Reports have been prepared in accordance with generally accepted accounting principles consistently applied throughout the period indicated (“GAAP”). Each balance sheet is in accordance with the books and records of the Company and presents fairly in accordance with GAAP the financial position of the Company as of the date of such balance sheet, not misleadingand each statement of operations, of stockholders’ equity and of cash flows is in accordance with the books and records of the Company and presents fairly in accordance with GAAP the results of operations, the stockholders’ equity and the cash flows of the Company for the periods then ended. Except as set forth in the financial statements included in the SEC Reports, the Company has no material liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to October 1, 2002. (b) The Company maintains a system of “internal controls over financial reporting” has delivered to the Purchasers the following SEC Reports: (as defined in Rules 13a-15(fi) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and Annual Report on Form 10-K for the preparation of fiscal year ended December 31, 2001 (without exhibits); (ii) the Company’s financial statements Proxy Statement for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance 2002 Annual Meeting of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and Stockholders; (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect quarterly Report on Form 10-Q for the quarter ended March 31, 2002; (iv) the Company’s financial statementsQuarterly Report on Form 10-Q for the quarter ended June 30, 2002; (v) the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002; and (vi) the Company’s Current Report on Form 8-K, as filed January 30, 2003. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since No event has occurred since January 1, 20102002, requiring the Company filing of an SEC Report that has not received any written or, heretofore been filed and furnished to the knowledge of the CompanyPurchasers (including, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned without limitation, any amendment to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofany such SEC Report).

SEC Reports. (a) Except with respect to certain matters addressed in Whether or not required by the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”)SEC, dated September 6, 2012so long as any Securities are outstanding, the Company has filed with or otherwise furnished will furnish to the SEC all material formsHolders of Securities, reports, schedules, statements and other documents that it is required to file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a section on “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. 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 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, whether or not required by the SEC, the Company will file a copy of all of the information and reports referred to in clause (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing). Each such filing will be deemed to satisfy the Company’s obligation to furnish the filed information or report to the Holders. 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 in this covenant with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided that the same is accumulated accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and communicated the information relating to the Company’s management as appropriate to allow timely decisions regarding required disclosure Company and to make its Subsidiaries on a standalone basis, on the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (d) Since January 1, 2010other hand. In addition, the Company has agrees that, for so long as any Securities remain outstanding and are “restricted securities” under Rule 144 under the Securities Act, if at any time it is not received any written orrequired to file with the SEC the reports required by the preceding paragraphs of this Section 4.2, it will furnish to beneficial owners of Securities and to prospective investors, upon request, the knowledge of information required to be delivered pursuant to Rule 144A(d)(4) under the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofSecurities Act.

SEC Reports. (a) Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company NSC has timely filed with or otherwise furnished to the SEC all material forms, required reports, schedules, forms, statements and other documents that it is required to file or furnish (including exhibits and all other information incorporated therein) under the Securities Act or of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), with the SEC between January 1, 1996 and the rules date of this Agreement (as such reports, schedules, forms, statements and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or documents have been amended since the time of their filing, and together with all information incorporated by reference therein, collectively the “"SEC Reports”Documents"). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and dates, or if amended, as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreementthe last such amendment, the SEC Reports (i) Documents complied in all material respects with the applicable requirements of the Securities Act and Act, or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as amended, 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. (b) . The Company maintains a system financial statements of “internal controls over financial reporting” (NSC included in the SEC Documents comply as defined to form, as of their respective dates of filing with the SEC, in Rules 13a-15(f) all material respects with applicable accounting requirements and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability published rules and regulations of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records thatexcept, in reasonable detailthe case of unaudited statements, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed permitted by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms Form 10-Q of the SEC, ) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and that information relating to fairly present in all material respects the Company is accumulated consolidated financial position of NSC and communicated to the Company’s management its consolidated subsidiaries as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer dates thereof and Chief Financial Officer the consolidated statement of earnings, cash flows and stockholders' equity for the Company required under periods then ended (subject, in the Exchange Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written orcase of unaudited statements, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofnormal recurring year-end audit adjustments).

SEC Reports. (a) Except Since December 1, 2020, ▇▇▇▇▇ has filed all forms, reports and documents with respect the SEC that have been required to certain matters addressed in be filed by it under applicable Law (all such forms, reports and documents, together with all exhibits and schedules thereto, the letter received from the staff “SEC Reports”). Each of the Division of Corporation Finance consolidated balance sheets included in or incorporated by reference into the SEC Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents, in all material respects, the consolidated financial position of Buyer and its Affiliates (or such entities as indicated in such statements) as of its date, and each of the “consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the SEC Staff”Reports (including any related notes and schedules) fairly presents, in all material respects, the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Buyer and its Affiliates (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited statements, to: (i) such exceptions as may be permitted by Form 10-Q; and (ii) normal, recurring year-end audit adjustments which are not material in the aggregate), dated September 6in each case in accordance with GAAP consistently applied during the periods involved, 2012except as may be noted therein. (b) As of its filing date (or, the Company has filed with if amended or otherwise furnished superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing) or submission date, as the case may be: (i) each SEC Report complied as to form, in all material formsrespects, reports, schedules, statements and other documents that it is required to file or furnish under with the applicable requirements of the Securities Act or Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the “Exchange Act”) since February 25), 2012 (such documentsthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as supplemented amended, or amended since any successor statute, rules or regulations thereto (“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the time ▇▇▇▇-▇▇▇▇▇ Act of filing2010, as the case may be, and together with all information incorporated by reference thereinthe applicable rules and regulations promulgated thereunder, each as in effect on the “SEC Reports”). No Subsidiary of the Company is required to file with the SEC any date such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, was filed; and (ii) each SEC 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. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15a-15(f) under the Exchange Act) that provides reasonable assurance regarding the reliability . As of the Company’s financial reporting and date hereof, to the preparation Knowledge of Buyer, none of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to SEC Reports is the maintenance subject of records thatongoing SEC review, in reasonable detail, accurately and fairly reflect the transactions and dispositions outstanding SEC comment or outstanding SEC investigation. No executive officer of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and ▇▇▇▇▇ has failed to make the certifications required of him or her under Section 302 or 906 of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (d) Since January 1, 2010, the Company has not received any written orSEC Report. Neither Buyer nor, to the knowledge Knowledge of Buyer, any of its representatives, has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Except as previously disclosed in the SEC Reports, Buyer and, to the Knowledge of Buyer, each of its officers and directors, have been and are in compliance, in all material respects, with (A) the applicable provisions of the Company, oral notification ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and 115, as in effect on the date hereofNASDAQ Global Select Market.