Common use of SEC Reports Clause in Contracts

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1, 2023, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure SchedulesThe Company has filed all reports, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statementsschedules, forms, reports statements and other documents required to be filed by it with the SEC since January 1, 2023, pursuant to Company under the Securities Exchange Act or the Securities Act (collectivelyof 1934, as they have been amended (the “Exchange Act”) for the two (2) years preceding the date hereof (or such shorter period since the time of their filing through Company was first required by law or regulation to file such material) (the Effective Dateforegoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). Each ) 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 SEC Reports, as of the respective date of its filing, and as of the date expiration of any amendmentsuch extension, complied except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect. The SEC Reports at the time they were filed, or to the extent corrected by a subsequent restatement, complied, in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, as applicable, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any applicable rules and regulations promulgated thereunder applicable to of the SEC Reportsthereunder. As of the respective date of its filing (There are no contracts, agreements or if amended or superseded by a filing prior other documents that are required to the date of this Agreement or the Closing Date, then on the date of such filing), be described in the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required and/or to be stated therein or necessary to make the statements made thereinfiled as exhibits thereto that are not described, in light all material respects, and/or filed as required. There has not been any material change or amendment to, or any waiver of the circumstances under which they were madeany material right under, any such contract or agreement that has not misleading. As of the Effective Date, there are no outstanding or unresolved comments been described in comment letters received from the SEC with respect and/or filed as an exhibit to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 TCBI has previously made available to IBTX an accurate and complete copy of the Parent Disclosure Scheduleseach (a) final registration statement, Parent has timely prospectus, report, schedule and definitive proxy statement filed with or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1December 31, 2023, 2016 by TCBI pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC TCBI Reports”). Each of ) and (b) communication mailed by TCBI to its shareholders since December 31, 2016 and prior to the SEC Reportsdate hereof, and no such TCBI Report or communication, as of the respective date thereof (and, in the case of its filingregistration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of any amendmentthis Agreement) shall be deemed to modify information as of an earlier date. Since December 31, 2016, as of their respective dates, all TCBI Reports filed or furnished under the Securities Act and the Exchange Act complied in all material respects with the applicable requirements published rules and regulations of the Securities Act, SEC with respect thereto. No executive officer of TCBI has failed in any respect to make the Exchange Act, certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC ReportsAct. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective DateAgreement, there are no outstanding comments from, or unresolved comments in comment letters received from issued raised by, the SEC with respect to any of the SEC TCBI Reports.

SEC Reports. Except as set forth in Section 4.04 of Schedule 3.1(h), the Parent Disclosure SchedulesCompany has filed all reports, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statementsschedules, forms, reports statements and other documents required to be filed by it with under the SEC since January 1Exchange Act, 2023, including pursuant to Section 13(a) or 15(d) thereof, for the Exchange Act two years preceding the date hereof (or such shorter period as the Securities Act Company was required by law or regulation to file such material) (collectivelythe foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as they have been amended since the "SEC Reports" and together with this Agreement and the Schedules to this Agreement (if any), the "Disclosure Materials"), on a timely basis or has received a valid extension of such time of their filing through and has filed any such SEC Reports prior to the Effective Date, the “SEC Reports”)expiration of any such extension. Each of the SEC Reports, as of the respective date of its filing, and as As of the date hereof, the Company is not aware of any amendmentevent occurring on or prior to the Closing Date (other than the transactions contemplated by the Transaction Documents) that requires the filing of a Form 8-K after the Closing. As of their respective dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations of the Commission promulgated thereunder applicable to thereunder, and none of the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing)when filed, the SEC Reports 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 made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 Since January 31, 2002, except for the filing of (a) a Quarterly Report on Form 10-Q for the Parent Disclosure Schedulesfiscal quarter ended May 1, Parent has timely 2004 (the "May 2004 10-Q"), (b) a Quarterly Report on Form 10-Q for the fiscal quarter ended August 28, 2004 (the "August 2004 10-Q"), and (c) to the extent not filed, any other periodic reports (other than a Current Report on Form 8-K) required to be filed or furnished (subject to extensions by the Company with the SEC pursuant to the Exchange Act Rule 12b-25) between the date of this Agreement and the Standby Closing Date (the "Omitted Filings"), the Company has filed in a timely manner all statementsreports, prospectuses, registration statementsschedules, forms, reports statements, and other documents required to be filed by it the Company with the SEC since January 1, 2023, pursuant to the reporting requirements of the Exchange Act or Act, including without limitation, all current reports on Form 8-K (all of the Securities Act (collectively, as they have been amended since foregoing filed prior to the time date of their filing through this Agreement and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being the Effective Date, the “"SEC Reports”Documents"). Each of the SEC ReportsDocuments, as of the respective date of its filingdates on which they were filed (or, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Standby Closing Date, then on the date of such filing), the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each SEC Document, as it may have been subsequently amended by filings made by the Company with the SEC prior to the date of this Agreement, complied in all material respects with the requirements of the Effective DateExchange Act applicable to such SEC Document. There is no material fact or circumstance, there are no outstanding or unresolved comments in comment letters received from the SEC with respect including financial and statistical data, required to be disclosed pursuant to the SEC Reportsreporting requirements of the Exchange Act that has not been disclosed in writing to the several Purchasers.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules(a) Since September 30, Parent 1999, Purchaser has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectusesreports, registration statements, formsproxy statements or information statements and all other documents, reports and documents together with any amendments required to be made thereto, required to be filed by it with the SEC since January 1, 2023, pursuant to under the Exchange Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act") (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC "Purchaser Reports”"). Each Purchaser has not taken any actions or omitted to take any actions which would disqualify Purchaser from registering its securities using Form S-3 under the Securities Act. Purchaser has heretofore made available to Seller and the Stockholders true copies of all the Purchaser Reports, together with all exhibits thereto. (b) All of the financial statements included in the Purchaser Reports fairly present the consolidated financial position of Purchaser and its subsidiaries as of the dates mentioned therein and the consolidated results of operations, changes in stockholders' equity and cash flows for the periods then ended in conformity with generally accepted accounting principles (subject to any exceptions as to consistency specified therein or as may be indicated in the notes thereto or in the case of the unaudited statements, as may be permitted by Form 10-Q of the SEC Reportsand subject, as in the case of unaudited statements, to normal, recurring audit adjustments). As of their respective dates, the respective date of its filing, and as of the date of any amendment, Purchaser Reports complied in all material respects with the all applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to by the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure SchedulesBuyer has filed all forms, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statementsreports, prospectusesschedules, registration statements, forms, reports proxy statements and other documents (including any document required to be filed as an exhibit thereto) required to be filed by it Parent with the SEC Securities and Exchange Commission (“SEC”) since January 1December 31, 20232003. All such required forms, pursuant reports, schedules, registration statements, proxy statements and other documents (including those that Buyer may file subsequent to the Exchange date hereof) are referred to herein as the “SEC Reports.” As of their respective dates, the SEC Reports (including any financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Securities Exchange Act of 1934 (collectivelythe “Exchange Act”), as they have been amended since the time of their filing through case may be, and the Effective Date, the “SEC Reports”). Each rules and regulations of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to such SEC Reports and (ii) did not at the SEC Reports. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Datedate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC has not been any Material Adverse Effect with respect to Buyer that would require disclosure under the SEC ReportsSecurities Act.

SEC Reports. Except as set forth in Section 4.04 PNFP has previously made available to CAVB an accurate and complete copy of each (a) final registration statement, prospectus, report, schedule and definitive proxy statement filed since January 1, 2000 by PNFP with the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions SEC pursuant to the Securities Act or the Securities Exchange Act Rule 12b-25of 1934, as amended (the "Exchange Act"), and prior to the date hereof and (b) communication mailed by PNFP to its shareholders since January 1, 2000. PNFP has filed all statementsrequired reports, prospectusesschedules, registration statements, forms, reports statements and other documents required to be filed by it with the SEC since January 1, 2023, pursuant to 2000 (the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC "PNFP Reports”"). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of their respective dates of filing with the respective date of its filing SEC (or or, if amended or superseded by a filing prior to the date hereof, as of this Agreement or the Closing Date, then on the date of such filing), the PNFP Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such PNFP Reports, and none of the PNFP Reports did not contain 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC (the “Reports”) have been so filed on a timely basis. None of the Subsidiaries of Parent Disclosure Schedulesis currently or has, since becoming a Subsidiary of Parent has timely filed or furnished (subject been, required to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, file any forms, reports and or other documents required to be filed by it with the SEC since January 1, 2023, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC ReportsSEC. As of the respective date of its filing time it was filed with the SEC (or or, if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such later filing), ): (a) each of the SEC Reports did not contain complied as to form in all material respects with the applicable requirements under Applicable Law; and (b) none of the 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 made therein, in the light of the circumstances under which they were made, not misleading. As , except to the extent corrected (i) in the case of the Effective DateReports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Report, and (ii) in the case of the Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Report. To the knowledge of Parent, none of the Reports is the subject of ongoing SEC review or outstanding SEC comment. To the knowledge of Parent, there are no outstanding internal investigations, any SEC inquiries or unresolved comments investigations or other governmental inquiries or investigations pending, in comment letters received from the SEC with respect to the SEC Reportseach case regarding any accounting practices of Parent.

SEC Reports. Except as set forth in Section 4.04 of The Company has filed with the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) SEC all registration statements, prospectuses, registration statementsreports, forms, reports statements, schedules, certifications and other documents (including exhibits and all other items incorporated by reference) required to be filed or furnished by it with the SEC Company since January 1, 20232005 (all such required registration statements, pursuant prospectuses, reports, forms, statements, schedules, certifications and other documents, including those that the Company may file subsequent to the Exchange Act or Agreement Date, are referred to herein as the Securities Act (collectively“Company SEC Documents”), as they have been amended since and all such Company SEC Documents in the time form filed with the SEC are available on the SEC’s ▇▇▇▇▇ website. As of their filing through the Effective Daterespective dates, the “Company SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, Documents (i) were prepared in accordance and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and (ii) did not at the SEC Reports. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the Agreement Date by a subsequently filed Company SEC Document. As None of the Effective DateCompany Subsidiaries is required to file any forms, there are no outstanding reports or unresolved comments in comment letters received from other documents with the SEC with respect to the SEC ReportsSEC.

SEC Reports. Except as set forth in Section 4.04 LNKB has previously made available to BHRB an accurate and complete copy of the Parent Disclosure Scheduleseach (a) final registration statement, Parent has timely prospectus, report, schedule and definitive proxy statement filed with or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1, 2023, 2023 by LNKB pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC LNKB Reports”). Each of ) and (b) communication mailed by LNKB to its shareholders since January 1, 2023 and prior to the SEC Reportsdate hereof, and no such LNKB Report or communication, as of the respective date thereof (and, in the case of its filingregistration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of any amendmentthis Agreement) shall be deemed to modify information as of an earlier date. Since January 1, 2023, as of their respective dates, all LNKB Reports filed or furnished under the Securities Act and the Exchange Act complied in all material respects with the applicable requirements published rules and regulations of the Securities ActSEC with respect thereto. As of the date of this Agreement, no executive officer of LNKB has failed in any respect to make the Exchange Act, certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC ReportsAct. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective DateAgreement, there are no outstanding comments from or unresolved comments in comment letters received from issues raised by the SEC with respect to any of the SEC LNKB Reports.

SEC Reports. Except as set forth in Section 4.04 of The Buyer has filed with the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) SEC all registration statements, prospectuses, registration statementsreports, forms, reports statements, schedules, certifications and other documents (including exhibits and all other items incorporated by reference) required to be filed by it with the SEC Buyer since January 1, 20232004 (all such required registration statements, pursuant prospectuses, reports, forms, statements, schedules, certifications and other documents, including those that the Buyer may file subsequent to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendmentthis Agreement, are referred to herein as the "Buyer SEC Documents"). As of their respective dates, Buyer SEC Documents (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Act of 2002 (to the extent then applicable), and any the rules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Documents and (ii) did not at the SEC Reports. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect except to the extent corrected prior to the date hereof by a subsequently filed Buyer SEC ReportsDocument.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statementsforms, prospectusesreports, schedules, registration statements, forms, reports proxy statements and other documents (including any document required to be filed as an exhibit thereto) required to be filed by it Buyer with the SEC Securities and Exchange Commission (“SEC”) since January 1December 31, 20232003. All such required forms, pursuant reports, schedules, registration statements, proxy statements and other documents (including those that Buyer may file subsequent to the Exchange date hereof) are referred to herein as the “SEC Reports.” As of their respective dates, the SEC Reports (including any financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Securities Exchange Act of 1934 (collectivelythe “Exchange Act”), as they have been amended since the time of their filing through case may be, and the Effective Date, the “SEC Reports”). Each rules and regulations of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to such SEC Reports and (ii) did not at the SEC Reports. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Datedate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC has not been any Material Adverse Effect with respect to Buyer that would require disclosure under the SEC ReportsSecurities Act.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent The Company has timely filed or furnished with the SEC (subject including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act), and has made available to extensions pursuant to Exchange Act Rule 12b-25) Parent correct and complete copies of, all statements, prospectuses, registration statements, forms, reports reports, schedules, statements and other documents required to be filed by it the Company with the SEC since January 1, 2023, pursuant to the Exchange Act or the Securities Act 2011 (collectively, as they have been amended since the time of their filing through the Effective Date, the “Company SEC Reports”). Each of the The Company SEC Reports, as of filed with or furnished to the respective date of its filingSEC, and as of the date of any amendment, complied (a) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange ActAct and other applicable Laws and (b) did not, at the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (time they were filed, or if amended or superseded by a filing prior to restated, at the date of this Agreement or the Closing Date, then on the date time of such filing)later amendment or restatement, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they such statements were made, not misleading. As Except as set forth in Section 3.12 of the Effective DateCompany Disclosure Letter, there are no outstanding Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or unresolved comments in comment letters received from is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC with respect or any securities exchange or quotation service. Except as set forth in Section 3.12 of the Company Disclosure Letter, as of their respective dates, or, if amended, as of the date of the last such amendment prior to the date hereof, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder.

SEC Reports. Except STI has previously made available to NCF an accurate and complete copy of each (a) final registration statement, prospectus, report, schedule and definitive proxy statement filed since January 1, 2001 by STI with the SEC pursuant to the Securities Act or the Securities Exchange Act of 1934, as set forth in Section 4.04 of amended (the Parent Disclosure Schedules"Exchange Act"), Parent and prior to the date hereof and (b) communication mailed by STI to its shareholders since January 1, 2001 and prior to the date hereof. STI has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statementsrequired reports, prospectusesschedules, registration statements, forms, reports statements and other documents required to be filed by it with the SEC since January 1, 20232001 (the "STI Reports"). As of their respective dates of filing with the SEC (or, pursuant if amended or superseded by a filing prior to the Exchange Act or the Securities Act (collectivelydate hereof, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendmentsuch filing), the STI Reports complied in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such STI Reports, and none of the STI Reports when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No executive officer of STI has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to no enforcement action has been initiated against STI by the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior relating to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not contain disclosures contained in 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 made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC ReportsSTI Report.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure SchedulesBuyer has filed all required reports, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statementsforms, prospectusesschedules, registration statements, forms, reports and other documents required to be filed by it with the SEC that it has been required to file since January 1, 20232023 and has paid all fees and assessments due and payable in connection therewith, pursuant except where the failure to file such required reports, forms, schedules, registration statements, and other documents or pay such fees and assessments has not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Buyer. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the Exchange Act or the Securities Act (collectivelydate hereof, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendmentsuch subsequent filing), the Buyer’s SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to the such Buyer SEC Reports. As , and none of the respective date of its filing (Buyer’s SEC Reports when filed with the SEC, or if amended or superseded by a filing prior to the date hereof, as of this Agreement or the Closing Date, then on the date of such filing)amendment, the SEC Reports 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 made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure SchedulesThe Company has filed all reports, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statementsschedules, forms, reports statements and other documents required to be filed by it with under the SEC since January 1Securities Exchange Act of 1934, 2023as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for twelve (12) months preceding the Exchange Act or date hereof (the Securities Act (collectivelyforegoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as they have been amended since the time of their filing through the Effective Date, 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. Each of the SEC Reports, as of the respective date of its filing, and as As of the date hereof, the Company is not aware of any event occurring on or prior to the Initial Closing (other than the transactions contemplated by the Loan Documents) that requires the filing of a Form 8-K after the Initial Closing. As of their respective filing dates, or to the extent corrected by a subsequent amendment, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations of the United States Securities and Exchange Commission (the “Commission”) promulgated thereunder applicable to thereunder, and none of the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing)when filed, the SEC Reports 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 made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent The Company has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) with the SEC all registration statements, prospectuses, registration statementsreports, forms, reports statements, schedules, certifications and other documents (including exhibits and all other items incorporated by reference) required to be filed by it with the SEC Company since January 1, 20232004 (all such required registration statements, pursuant prospectuses, reports, forms, statements, schedules, certifications and other documents, including those that the Company may file subsequent to the Exchange Act or Agreement Date, are referred to herein as the Securities Act (collectively, as they have been amended since the time "COMPANY SEC DOCUMENTS"). As of their filing through the Effective Daterespective dates, the “Company SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, Documents (i) were prepared in accordance and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Act of 2002 (to the extent then applicable), and any the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and (ii) did not at the SEC Reports. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the Agreement Date by a subsequently filed Company SEC Document. As None of the Effective DateCompany's Subsidiaries is required to file any forms, there are no outstanding reports or unresolved comments in comment letters received from other documents with the SEC with respect to the SEC ReportsSEC.

SEC Reports. Except as set forth in Section 4.04 of (a) The Company has filed with the Parent Disclosure Schedules, Parent has timely filed or furnished Securities and Exchange Commission (subject to extensions pursuant to Exchange Act Rule 12b-25the "Commission") all statements, prospectuses, registration statements, forms, reports and documents ("SEC Reports") required to be filed by it with the SEC since January 1, 2023, pursuant to the Exchange Act or under the Securities Act (collectivelyof 1934, as they have been amended since (the time of their filing through the Effective Date, the “SEC Reports”"Exchange Act"). Each All of the SEC Reports, as of Reports filed by the respective date of its filing, and as of the date of any amendment, complied Company comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act . None of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As Reports contains as of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Datedates thereof, then on the date of such filing), the SEC Reports 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 made 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 presents fairly in accordance with GAAP the financial position of the Company as of the date of such balance sheet, and each statement of operations, of stockholders' equity and of cash flows 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. (b) No event has occurred since December 31, 1999 requiring the filing of an SEC Report that has not heretofore been filed. (c) The SEC Reports and this Agreement taken together as a whole will not, as of the Closing Date, 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 contained therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 Xenith has previously made available to HRB (including by making certain items publicly available on ▇▇▇▇▇) an accurate and complete copy of the Parent Disclosure Scheduleseach (a) registration statement, Parent has timely prospectus, report, schedule and proxy statement filed with or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1December 31, 2023, 2012 by Xenith pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Xenith Reports”). Each of ) and (b) communication mailed by Xenith to its shareholders since December 31, 2012 and prior to the SEC Reportsdate hereof, and no such Xenith Report or communication, as of the respective date thereof (and, in the case of its filingregistration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of any amendmentthis Agreement) shall be deemed to modify information as of an earlier date. Since December 31, 2012, as of their respective dates, all Xenith Reports filed under the Securities Act and the Exchange Act complied in all material respects with the applicable requirements published rules and regulations of the Securities Act, SEC with respect thereto. No executive officer of Xenith has failed in any respect to make the Exchange Act, certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC ReportsAct. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective DateAgreement, there are no outstanding comments from or unresolved comments in comment letters received from issues raised by the SEC with respect to any of the SEC Xenith Reports.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure SchedulesSeller has filed all required reports, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statementsforms, prospectusesschedules, registration statements, forms, reports and other documents required to be filed by it with the SEC that it has been required to file since January 1, 20232022 and has paid all fees and assessments due and payable in connection therewith, pursuant except where the failure to file such required reports, forms, schedules, registration statements, and other documents or pay such fees and assessments has not had or would not reasonably be expected to have, either individually or in the aggregate, a material impact on the operations or financial condition of Seller. As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the Exchange Act or the Securities Act (collectivelydate hereof, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendmentsuch subsequent filing), the Seller’s SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to the such Seller SEC Reports. As , and none of the respective date of its filing (Seller’s SEC Reports when filed with the SEC, or if amended or superseded by a filing prior to the date hereof, as of this Agreement or the Closing Date, then on the date of such filing)amendment, the SEC Reports 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 made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 4.4(a) of the Parent Disclosure SchedulesLetter, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) with the SEC all registration statements, prospectuses, registration statementsreports, forms, reports statements, schedules, certifications and other documents (including exhibits and all other items incorporated by reference) required to be filed by it with the SEC Parent since January 1, 20232004 (all such required registration statements, pursuant prospectuses, reports, forms, statements, schedules, certifications and other documents, including those that Parent may file subsequent to the Exchange Act or Agreement Date, are referred to herein as the Securities Act (collectively, as they have been amended since the time "PARENT SEC DOCUMENTS"). As of their filing through the Effective Daterespective dates, the “Parent SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, Documents (i) were prepared in accordance and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Act of 2002 (to the extent then applicable), and any the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents and (ii) did not at the SEC Reports. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect except to the extent corrected prior to the date hereof by a subsequently filed Parent SEC ReportsDocument. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Reports. Except as set forth in Section 4.04 of The Borrower has filed all reports (the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25“SEC Reports”) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1, 2023, pursuant to Securities and Exchange Commission (the Exchange Act or “Commission”) under the Securities Act of 1933 (collectivelythe “Securities Act”) and the Exchange Act, as they have been amended since the including pursuant to Section 13(a) or 15(d) thereof, on a timely basis or has timely filed a valid extension of such time of their filing through and has filed any such SEC Reports prior to the Effective Dateexpiration of any such extension. The SEC Reports, along with the Borrower’s current registration statement on file with the Commission on Form S-1 (File No.333-131254), are herein referred to as the “SEC Reports”). Each Filings.” As of their respective dates, the SEC Reports, filings complied as of the respective date of its filing, and as of the date of any amendment, complied to form in all material respects with (i) the applicable requirements of the Securities Act, Act and the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations of the Commission promulgated thereunder applicable and (ii) any SEC comments received or otherwise conveyed to the Company with respect to any previously filed SEC ReportsFiling except that the Borrower has not yet responded to the letter received from the SEC on May 2, 2006 commenting on the Form S-1 filed with the SEC. As In addition, none of the SEC Filings, as of their respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Datedates, then on the date of such filing), the SEC Reports 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 made therein, in light of the circumstances under which they were made, mad; not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except Company previously has made available to Parent (i) its Annual Report on Form 10-K for the year ended December 31, 1999 (the "Company 10-K"), as set forth in Section 4.04 of filed with the Parent Disclosure SchedulesSecurities and Exchange Commission (the "SEC"), Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25ii) all statements, prospectuses, registration statements, forms, reports and documents required proxy statements relating to Company's meetings of stockholders held or to be held after December 31, 1999 and (iii) all other documents filed by it Company with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") since January 1, 20231999 and, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or (the Closing Date"Company SEC Reports"). As of their respective dates, then on such documents complied, and all documents filed by Company with the SEC under the Exchange Act between the date of such filing)this Agreement and the Closing Date will comply, in all material respects, with applicable SEC requirements and did not, or in the SEC Reports did not case of documents filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As Since August 31, 1999, Company has timely filed, and between the date of this Agreement and the Effective DateClosing Date will timely file, there are no outstanding or unresolved comments in comment letters received from with the SEC all documents required to be filed by it under the Exchange Act. No Company Subsidiary is required to file any form, report or other document with respect to the SEC ReportsSEC.

SEC Reports. Except as set forth in Section 4.04 As of the Parent Disclosure Schedulestheir respective filing dates (or, Parent has timely filed if amended or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed superseded by it with the SEC since January 1, 2023, pursuant a subsequent filing made prior to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filingthis Agreement, and as of the date of the last such amendment or superseding filing prior to the date hereof), except as disclosed on Schedule 2.33 of the Disclosure Schedule, no Company Exchange Act Report filed with the SEC since December 31, 2010 (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively, since December 31, 2010) contained any amendmentuntrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Company Exchange Act Reports filed under the Securities Act and the Exchange Act with the SEC since December 31, 2010 complied as to form in all material respects with the applicable requirements published rules and regulations of the Securities ActSEC with respect thereto. As of the date of this Agreement, no executive officer of the Exchange Act, Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC ReportsAct. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective DateAgreement, there are no outstanding comments from or unresolved comments in comment letters received from issues raised by the SEC with respect to any of the SEC Company Exchange Act Reports. Except as disclosed on Schedule 2.33 of the Disclosure Schedule, the Company has timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2010 with the SEC, and has paid all fees and assessments due and payable in connection therewith.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure SchedulesBuyer has filed all forms, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statementsreports, prospectusesschedules, registration statements, forms, reports proxy statements and other documents (including any document required to be filed as an exhibit thereto) required to be filed by it Buyer with the SEC Securities and Exchange Commission (“SEC”) since January 1December 31, 20232003. All such required forms, pursuant reports, schedules, registration statements, proxy statements and other documents (including those that Buyer may file subsequent to the Exchange date hereof) are referred to herein as the “SEC Reports.” As of their respective dates, the SEC Reports (including any financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Securities Exchange Act of 1934 (collectivelythe “Exchange Act”), as they have been amended since the time of their filing through case may be, and the Effective Date, the “SEC Reports”). Each rules and regulations of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to such SEC Reports and (ii) did not at the SEC Reports. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Datedate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC has not been any Material Adverse Effect with respect to Buyer that would require disclosure under the SEC ReportsSecurities Act.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent has timely made available to the Company true, correct and complete copies of each communication mailed by Parent to its stockholders since January 1, 2018. No such communication or any final registration statement, prospectus, report, schedule or definitive proxy statement filed with or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1, 2023, 2018 by Parent pursuant to the Exchange Securities Act or the Securities Exchange Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Parent Reports”). Each of the SEC Reports, as of the respective date of its filing, and ) as of the date thereof (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any amendmentuntrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date hereof) shall be deemed to modify information as of an earlier date. Since January 1, 2018, as of their respective dates, all Parent Reports filed under the Securities Act and the Exchange Act complied in all material respects with the applicable requirements published rules and regulations of the Securities Act, SEC with respect thereto. None of the Parent Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. As of the date hereof, (i) no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, ii) there are no outstanding comments from or unresolved comments in comment letters received from issues raised by the SEC with respect to any of the SEC Parent Reports. No representation or warranty is made herein by Parent with respect to any information of or supplied by the Company and contained in the S-4.

SEC Reports. Except as set forth in Section 4.04 The Company has made available to each Investor true and complete copies of each form, report, schedule, definitive proxy statement and registration statement filed by the Parent Disclosure SchedulesCompany with the U.S. Securities and Exchange Commission (the "SEC") subsequent to January 1, Parent 2002 and on or prior to the business day immediately prior to the date hereof (collectively, the "SEC REPORTS"), which are all the forms, reports, schedules, statements and other documents (other than preliminary material) that the Company was required to file with the SEC. Since January 1, 2002, the Company has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) made all statements, prospectuses, registration statements, forms, reports and documents filings required to be filed made by it under the Securities Act of 1933, as amended (together with the SEC since January 1rules and regulations promulgated thereunder, 2023the "SECURITIES ACT"), pursuant to the Exchange Act or the Securities Exchange Act (collectivelyof 1934, as they have been amended since (together with the time of their filing through the Effective Daterules and regulations promulgated thereunder, the “SEC Reports”"EXCHANGE ACT"). Each of the SEC Reports, as of the respective date of its filingapplicable. The SEC Reports (including, and as of the date of without limitation, any amendment, complied financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects compliance with the applicable requirements of the Securities Act, Act or the Exchange Act, as applicable, and (ii) did not at the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act time of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended amended, supplemented or superseded by a filing prior to the date of this Agreement or the Closing Datehereof, then on the date of such that filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 of In the Parent Disclosure Scheduleslast twelve (12) months, Parent the Company has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all registration statements, prospectusesreports, schedules, registration statements, forms, reports statements and other documents required to be filed by it with the SEC since January 1, 2023, pursuant to the Exchange Act or under the Securities Act (collectivelyand the Exchange Act. Such registration statements, reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, together with any materials filed or furnished by the Company, whether or not any such documents were required, being collectively referred to herein as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each ” and, together with this Agreement and any schedules, exhibits and attachments hereto, the “Disclosure Materials.” As of their respective filing dates, the SEC Reports, as of Reports filed by the respective date of its filing, and as of the date of any amendment, Company complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations of the SEC promulgated thereunder applicable to thereunder, and any successor rules or regulations thereto, and none of the SEC Reports. As of , when filed by the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateCompany, then on the date of such filing), the SEC Reports 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 made therein, in the light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect each case except to the extent corrected by an SEC ReportsReport filed subsequently but prior to the date hereof.

SEC Reports. Except as set forth in Section 4.04 to the extent available on the SEC’s Electronic Data Gathering Analysis and Retrieval system, the Company has made available to Parent true, correct and complete copies of each communication mailed by the Parent Disclosure SchedulesCompany to its stockholders since January 1, Parent has timely 2018. No such communication or any final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1, 2023, 2018 by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Company Reports”). Each of the SEC Reports, as of the respective date thereof (and, in the case of its filingregistration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information publicly filed or furnished as of a later date (but before the date hereof) shall be deemed to modify information as of any amendmentan earlier date. Since January 1, 2018, as of their respective dates, all the Company Reports filed under the Securities Act and the Exchange Act complied in all material respects with the applicable requirements published rules and regulations of the Securities Act, SEC with respect thereto. None of the Company Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, . No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC ReportsAct. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there There are no outstanding comments from or unresolved comments in comment letters received from issues raised by the SEC with respect to any of the SEC Company Reports.

SEC Reports. Except as set forth in Section 4.04 of Since January 1, 1995, the Parent Disclosure Schedules, Parent has Company and its Subsidiaries have timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports reports, schedules, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the 1933 Act, including without limitation, (a) all Annual Reports on Form 10-K, (b) all Quarterly Reports on Form 10-Q, (c) all reports on Form 8-K, (d) all proxy statements relating to meetings of stockholders (whether annual or special) and (e) all information incorporated by reference into any of the foregoing. As used herein the term "SEC since Reports" means any of the foregoing, as amended to the date of this Agreement, filed on or after January 1, 2023, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “1995. The SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, Reports were prepared in all material respects in accordance with and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Actapplicable law, including the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 1933 Act of 2002 and any the applicable rules and regulations promulgated thereunder applicable to of the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Datethereunder, then on the date of such filing), and the SEC Reports did not at the time they were filed and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of Except for the Effective DateRegistration Statement and the Registration Statement on Form S-8 filed on October 16, there are no outstanding or unresolved comments in comment letters received from 1996, the Company has not filed any registration statements with the SEC with respect at any time within the last three years. The Company has delivered to the Purchaser prior to the date hereof true and correct copies of all SEC ReportsReports and any other reports and documents filed with the SEC since January 1, 1995.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent The Purchaser has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with under the SEC since January 1Exchange Act, 2023, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof 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. Such reports required to be filed by the Purchaser under the Exchange Act Act, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed by the Securities Act (collectivelyPurchaser under the Exchange Act, whether or not any such reports were required being collectively referred to herein as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each .” As of their respective dates, the SEC Reports, as of Reports filed by the respective date of its filing, and as of the date of any amendment, Purchaser complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act, ”) and the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations of the SEC promulgated thereunder applicable to thereunder, and none of the SEC Reports. As of , when filed by the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DatePurchaser, then on the date of such filing), the SEC Reports 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 made therein, in the light of the circumstances under which they were made, not misleading. As Each of the Effective Date, there are no outstanding or unresolved comments in comment letters received from Purchaser’s Form 6-K’s available on the SEC with respect SEC’s ▇▇▇▇▇ system has been filed and not furnished to the SEC ReportsSEC.

SEC Reports. Except as set forth in Section 4.04 Prior to the execution of this Agreement, Bancshares has delivered or made available to Purchaser complete and accurate copies of the Parent Disclosure Schedulesfollowing (collectively and together with the deliveries required by Section 7.2(a) hereof, Parent has timely the “Bancshares SEC Reports”): (a) Bancshares’ Annual Reports on Form 10-K or Form 10-KSB for the years ended December 31, 2003, 2004 and 2005 as filed or furnished with the SEC; (subject to extensions pursuant to Exchange Act Rule 12b-25b) all statementsBancshares proxy statements and annual reports to stockholders used in connection with meetings of Bancshares’ stockholders held since January 1, prospectuses2003; (c) Bancshares’ Quarterly Reports on Form 10-Q for the quarters ended March 31, registration statements2006 and June 30, forms2006, reports as filed with the SEC; and documents required to be (d) Bancshares’ Current Reports on Form 8-K as filed by it with the SEC since January 1, 2023, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”)2006. Each of the Bancshares SEC Reports, as of the respective date of its filing, Report was timely filed and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the their respective date of its filing (dates or if as subsequently amended or superseded by a filing prior to the date hereof, each of this Agreement or the Closing Date, then on the date of such filing), the Bancshares SEC Reports did (i) do 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 made statement therein, in light of the circumstances under which they were it was made, not misleading. As misleading and (ii) complies as to form in all material respects with the applicable accounting requirements and the rules and regulations of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC ReportsSEC.

SEC Reports. Except Altris Inc.'s common stock is listed for trading on the OTC Bulletin Board and has been duly registered with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as set forth in Section 4.04 of amended (the Parent Disclosure Schedules"Exchange Act"). Since January 1, Parent 1994, Altris Inc. has timely filed all reports, registrations, proxy or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all information statements, prospectusesand all other documents, registration statementstogether with any amendments required to be made thereto (collectively, formsthe "SEC Reports"), reports and documents required to be filed by it with the SEC since January 1, 2023, pursuant to the Exchange Act or under the Securities Act (collectivelyof 1933, as they have been amended since (the time "Securities Act") and the Securities Exchange Act of their 1934 (the "Exchange Act"), except for delays in the filing through of SEC Reports filed in 1998. [NOTE: In connection with the Effective Daterestatement of the Company's financial statements, the “SEC Reports”). Each of the 10-k and certain 10-Q's were filed late.] The SEC Reports, as of amended by amendments filed with the respective date of its filing, and as of the date of any amendmentSEC, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any all rules and regulations promulgated thereunder applicable to by the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments [NOTE: The 1996 10-K and several 10-Q's relating to 1996 and 1997 were amended in comment letters received from the SEC with respect 1998 to the SEC Reportsrestate previously reported financial information.]

SEC Reports. Except as set forth IVI has delivered to Checkmate's counsel correct and complete copies of each report, schedule, registration statement and definitive proxy or information statement (if any) filed by IVI with the SEC on or after January 1, 1995 (the "IVI SEC Documents"), which are all the documents that IVI was required to file with the SEC on or after such date and all of which were timely filed in Section 4.04 accordance with the rules and regulations of the Parent Disclosure SchedulesSEC. As of their respective dates or, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, in the case of registration statements, forms, reports and documents required to be filed by it with the SEC since January 1, 2023, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing effective dates (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), none of the IVI SEC Reports did not contain Documents (including all exhibits and schedules thereto and documents incorporated by reference 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 made therein, in light of the circumstances under which they were made, not misleading. As , and the IVI SEC Documents complied when filed in all material respects with the then applicable requirements of the Effective DateSecurities Act or the Exchange Act, there are no outstanding or unresolved comments in comment letters received from as the case may be, and the rules and regulations promulgated by the SEC with respect thereunder. IVI has filed all material documents and agreements which were required to be filed as exhibits to the IVI SEC ReportsDocuments.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent (a) Purchaser has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it Purchaser with the SEC since January 1Securities and Exchange Commission (the “SEC”). All such required forms, 2023, pursuant reports and documents (including those that by Purchaser may file subsequent to the Exchange Act or the Securities Act (collectively, date hereof) are referred to herein as they have been amended since the time of their filing through the Effective Date, the “Purchaser SEC Reports”). Each As of the their respective dates, Purchaser SEC Reports, as of the respective date of its filing, Reports (i) were prepared in accordance and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 1933, as amended or the Securities Exchange Act of 1934, as amended, as the case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Purchaser SEC Reports and (ii) did not at the time they were 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 made therein, in the light of the circumstances under which they were made, not misleading. As . (b) To the extent any Purchaser SEC Reports shall include reference to either the Company or the Shareholder, Purchaser shall use commercially reasonable efforts to provide a draft version of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the such Purchaser SEC with respect Report to the SEC ReportsShareholder prior to its public release and publication.

SEC Reports. Except as set forth in Section 4.04 IMS has made available to TriZetto or its counsel correct and complete copies of each report, schedule, registration statement and definitive proxy statement filed by IMS or any of the Parent Disclosure SchedulesIMS Subsidiaries with the SEC on or after December 31, Parent has timely filed 1998 (the "IMS SEC DOCUMENTS"), which are all the documents (other than preliminary material) that IMS was required to file with the SEC on or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statementsafter such date. As of their respective dates or, prospectuses, in the case of registration statements, forms, reports and documents required to be filed by it with the SEC since January 1, 2023, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing effective dates (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), none of the IMS SEC Reports did not contain Documents (including all exhibits and schedules thereto and documents incorporated by reference 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 made therein, in light of the circumstances under which they were made, not misleading. As , and the IMS SEC Documents complied when filed in all material respects with the then applicable requirements of the Effective DateSecurities Act or the Exchange Act, there are no outstanding or unresolved comments in comment letters received from as the case may be, and the rules and regulations promulgated by the SEC with respect thereunder. IMS has filed all documents and agreements which were required to be filed as exhibits to the IMS SEC ReportsDocuments.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent The Company has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents with the SEC that have from and after December 31, 2003 been required to be filed by it with the SEC since January 1(such forms, 2023, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Datereports and documents, the “SEC Reports”). Each of the SEC ReportsReport complied, as of the respective date of its filingfiling date, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, each as in effect on the date such SEC Report was filed, except as disclosed in any such SEC Report. True and correct copies of all Company SEC Reports filed prior to the date hereof, whether or not required under applicable Laws, have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act ) database of 2002 and any rules and regulations promulgated thereunder applicable to the SEC ReportsSEC. As of the respective date of its filing date (or or, if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such amended or superseding filing), the each SEC Reports 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. As None of the Effective DateCompany’s Subsidiaries is required to file any forms, there are no outstanding reports or unresolved comments in comment letters received from other documents with the SEC with respect to the SEC ReportsSEC.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all All statements, prospectusesreports, registration statementsschedules, forms, reports statements, prospectuses and other documents required to be have been filed by it Parent with or furnished to the SEC by Parent since January 1, 20232012, pursuant to the Exchange Act or the Securities Act together with any exhibits and schedules thereto and other information incorporated therein (collectively, as they have been amended since the time of their filing through the Effective Date, the “Parent SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports) have been so filed on a timely basis. As of the respective date of its filing time it was filed with the SEC (or or, if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such later filing), ): (a) each of the Parent SEC Reports did not contain complied in all material respects with the applicable requirements under applicable Law, as in effect on the date so filed and (b) none of the Parent 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 made therein, in the light of the circumstances under which they were made, not misleading. As , except to the extent corrected (i) in the case of the Effective Date, there are no outstanding Parent SEC Reports filed on or unresolved comments in comment letters received from the SEC with respect prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, by the filing of the applicable amending or superseding Parent SEC ReportsReport, and (ii) in the case of the Parent SEC Reports filed after the date of this Agreement that are amended or superseded prior to the Closing, by the filing of the applicable amending or superseding Parent SEC Report.

SEC Reports. Except Company previously has made available to Parent (i) its Annual Report on Form 10-K for the year ended December 31, 2002 (the “Company 10-K”), as set forth in Section 4.04 of filed with the Parent Disclosure SchedulesSecurities and Exchange Commission (the “SEC”), Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25ii) all statements, prospectuses, registration statements, forms, reports and documents required proxy statements relating to Company’s meetings of stockholders held or to be held after December 31, 2002 and (iii) all other documents filed by it Company with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 1, 2023, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, 1999 and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or (the Closing Date“Company SEC Reports”). As of their respective dates, then on or, if amended, as of the date of the most recent amendment, such filing)documents complied, and all documents filed by Company with the SEC Reports under the Exchange Act between the date of this Agreement and the Closing Date will comply, in all material respects, with applicable SEC requirements and did not not, or in the case of documents filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As The parties agree that failure of the Effective Date, there are no outstanding Company’s chief executive officer or unresolved comments chief financial officer to provide an unqualified certification in comment letters received from any certification required to be filed with any document filed with the SEC between the date of this Agreement and the Closing Date will constitute an event that has a Company Material Adverse Effect. On and since January 1, 2003, Company has timely filed, and between the date of this Agreement and the Closing Date shall timely file, with respect to the SEC Reportsall periodic reports required to be filed by it under the Exchange Act. No Company Subsidiary is required to file any form, report or other document with the SEC.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent (i) Mid-Tier has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectusesreports, registration statements, formsproxy statements and other materials, reports and documents together with any amendments required to be filed by made with respect thereto, that it was required to file with the SEC since January 1March 11, 2023, pursuant 2015 (the filing date of the Mid-Tier’s Registration Statement on Form S-1 related to the Exchange Act or the Securities Act its initial public offering) (collectively, as they have been amended since the time of their filing through the Effective Date, the “Mid-Tier SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, all such Mid-Tier SEC Reports have complied in 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 each Mid-Tier SEC Report is publicly available. No such Mid-Tier SEC Report, at the applicable requirements time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the Securities Actrelevant meetings, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filingrespectively), the and considering all amendments to any Mid-Tier SEC Reports did not contain Report, 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 (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Mid-Tier SEC Reports complied as to form in all material respects with the Effective Date, there are no outstanding or unresolved comments in comment letters received from published rules and regulations of the SEC with respect to the SEC Reportsthereto.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure SchedulesSince June 30, Parent 2024, Buyer has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all reports, schedules, forms, statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by it Buyer with the SEC since January 1, 2023, pursuant to the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Regulation A promulgated under the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Dateand including all exhibits, financial statements, and schedules thereto and all information incorporated therein by reference, the “SEC Reports”). Each As of their respective filing dates (or, if amended or superseded by a subsequent filing with the SEC Reports, as of prior to the respective date of its filingthis Agreement, and as of the date of any amendmentsuch amendment or superseding filing), the SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Regulation A, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations of the SEC promulgated thereunder applicable to thereunder, as applicable, and none of the SEC Reports. As , as of the their respective date of its filing dates (or or, if amended or superseded by a subsequent filing with the SEC prior to the date of this Agreement or the Closing DateAgreement, then on as of the date of such amendment or superseding filing), the SEC Reports 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 made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent The Company has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1all Company SEC Reports required to have been filed on or after May 3, 2023, 2018. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Exchange Act or requirements of the Securities Act of 1933 (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC ReportsSecurities Act”). Each of the SEC Reports, as of the respective date of its filing, ) and as of their respective filing dates (in the case of all other Company SEC Reports), and except to the extent corrected by subsequent Company SEC Reports filed prior to the date of any amendmenthereof, each Company SEC Report (a) 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 ActAct and other applicable Law and (c) did not, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the such respective date of its filing (dates, or if amended or superseded by a filing restated prior to the date of this Agreement or hereof, at the Closing Date, then on the date time of such filing)later amendment or restatement, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they such statements were made, not misleading. As of the Effective Datedate of this agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statementsforms, prospectusesreports, schedules, registration statements, forms, reports proxy statements and other documents (including any document required to be filed as an exhibit thereto) required to be filed by it Buyer with the SEC Securities and Exchange Commission (“SEC”) since January 1December 31, 20232003. All such required forms, pursuant reports, schedules, registration statements, proxy statements and other documents (including those that Buyer may file subsequent to the Exchange date hereof) are referred to herein as the “SEC Reports.” As of their respective dates, the SEC Reports (including any financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Securities Exchange Act of 1934 (collectivelythe “ Exchange Act”), as they have been amended since the time of their filing through case may be, and the Effective Date, the “SEC Reports”). Each rules and regulations of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to such SEC Reports and (ii) did not at the SEC Reports. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Datedate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC has not been any Material Adverse Effect with respect to Buyer that would require disclosure under the SEC ReportsSecurities Act.

SEC Reports. Except as set forth in Section 4.04 (i) As of the Parent Disclosure Schedulestheir respective dates, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, each report and registration statements, forms, reports and documents required to be statement filed by it Buyer with the SEC United States Securities and Exchange Commission (the “SEC”) since January 1, 2023, pursuant 2010 and prior to the Exchange Act or the Securities Act date of this Agreement (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, ): (i) were prepared in accordance and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, Act or the Securities Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 1934, as amended, as the case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to the such SEC Reports. As , as of the respective date time of its filing filing, and (or ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As . (ii) Each set of financial statements (including, in each case, any related notes thereto) contained in the Effective DateSEC Reports, there are no outstanding or unresolved comments complied as to form in comment letters received from all material respects with the published rules and regulations of the SEC with respect to thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the SEC Reportsperiods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes) and each fairly presents in all material respects the financial position of Buyer at the respective dates thereof and the results of its operations and cash flows for the periods indicated.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statementsforms, prospectusesreports, schedules, registration statements, forms, reports proxy statements and other documents (including any document required to be filed as an exhibit thereto) required to be filed by it Parent with the SEC Securities and Exchange Commission (“SEC”) since January 1December 31, 20232003. All such required forms, pursuant reports, schedules, registration statements, proxy statements and other documents (including those that Buyer may file subsequent to the Exchange date hereof) are referred to herein as the “SEC Reports.” As of their respective dates, the SEC Reports (including any financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Securities Exchange Act of 1934 (collectivelythe “Exchange Act”), as they have been amended since the time of their filing through case may be, and the Effective Date, the “SEC Reports”). Each rules and regulations of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to such SEC Reports and (ii) did not at the SEC Reports. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Datedate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC has not been any Material Adverse Effect with respect to Parent that would require disclosure under the SEC ReportsSecurities Act.

SEC Reports. Except as set forth for the Company Proxy Statement and the other Transaction Filings (which are addressed in Section 4.04 of 3.10), the Parent Disclosure Schedules, Parent Company has timely filed or furnished with the SEC (subject to any extensions pursuant to of time for filing provided by Rule 12b-25 promulgated under the Exchange Act Rule 12b-25Act) all statements, prospectuses, registration statements, forms, reports and documents Company SEC Reports required to be filed by it with the SEC since on or after January 1, 2023, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”)2014. Each of the SEC Reports, as of the respective date of its filing, and as As of the date of any amendmentfiling (or, if amended, restated or superseded by a filing prior to the date of this Agreement, as of such later date), the Company SEC Reports (a) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules other applicable Law and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports b) 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 such statements were made, not misleading. 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 has made available to Parent true and complete copies of all material correspondence between the SEC, on the one hand, and the Company or any of its Subsidiaries, on the other hand, occurring between January 1, 2014 and the date of this Agreement. As of the Effective Datedate of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Report. To the Knowledge of the Company, as of the date of this Agreement, no Company SEC ReportsReport is the subject of ongoing SEC review or outstanding SEC comment or investigation.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent The Company has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents with the SEC that have been required to be filed by it under applicable Legal Requirements prior to the date hereof (all such forms, reports and documents that have been filed with the SEC since January 1, 2023, pursuant prior to the Exchange Act or the Securities Act (collectively, date hereof being referred to herein as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC ReportsReport complied, as of the respective date of its filingfiling date, and as of the date of any amendment, complied to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, as the case may be, each as in effect on the date such SEC Report was filed. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not 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. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 Acquiror has previously made available to Target an accurate and complete copy of each (a) final registration statement, prospectus, report, schedule and definitive proxy statement filed since January 1, 2002 by Acquiror with the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions SEC pursuant to the Securities Act or the Securities Exchange Act Rule 12b-25of 1934, as amended (the “Exchange Act”), and prior to the date hereof and (b) communication mailed by Acquiror to its shareholders since January 1, 2002. Acquiror has filed all statementsrequired reports, prospectusesschedules, registration statements, forms, reports statements and other documents required to be filed by it with the SEC since January 1, 2023, pursuant to the Exchange Act or the Securities Act 2002 (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Acquiror Reports”). Each As of their respective dates of filing with the SEC Reports(or, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date hereof, as of this Agreement or the Closing Date, then on the date of such filing), the Acquiror Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Acquiror Reports, and none of the Acquiror Reports did not contain 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 to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Financial Statements. Parent, including for purposes of this Section 4.04 of the Parent Disclosure Schedules4.4 IDM, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, required forms, reports and documents required to be filed by it with the SEC since January 1, 20231998, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time each of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, which has complied in all material respects with the all applicable requirements of the Securities Act, Act and the Exchange Act, each as in effect on the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act dates such forms, reports and documents were filed. Parent has heretofore provided to Fusion, and the stockholders of 2002 Fusion, access to all reports, proxy statements and any rules and regulations promulgated thereunder applicable to other filings with the SEC (including any amendments thereto)(the "Parent SEC Reports"). As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date None of such filing)forms, the SEC Reports did not contain reports or documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained, when filed, 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 made therein, in light of the circumstances under which they were made, not misleading. As The consolidated financial statements included in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect thereto and fairly present, in conformity with GAAP on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the periods then ended (subject, in the case of the unaudited interim financial statements, to the SEC Reportsnormal year-end adjustments). Since January 1, 1999, there has not been any change, or any application or request for any change, by Parent or any of its subsidiaries in accounting principles, methods or policies for financial accounting or Tax purposes.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statementsforms, prospectusesreports, schedules, registration statements, forms, reports proxy statements and other documents (including any document required to be filed as an exhibit thereto) required to be filed by it Parent with the SEC Securities and Exchange Commission (“SEC”) since January 1December 31, 20232003. All such required forms, pursuant reports, schedules, registration statements, proxy statements and other documents (including those that Buyer may file subsequent to the Exchange date hereof) are referred to herein as the “SEC Reports.” As of their respective dates, the SEC Reports (including any financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Securities Exchange Act of 1934 (collectivelythe “Exchange Act”), as they have been amended since the time of their filing through case may be, and the Effective Date, the “SEC Reports”). Each rules and regulations of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to such SEC Reports and (ii) did not at the SEC Reports. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Datedate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC has not been any Material Adverse Effect with respect to Parent or Buyer that would require disclosure under the SEC ReportsSecurities Act.

SEC Reports. Except as set forth REI has made available to the Sellers or their counsel correct and complete copies of each report, schedule, registration statement and definitive proxy statement filed by REI with the Securities and Exchange Commission (the "SEC") on or after September 30, 1996 (the "REI SEC Documents"), which are all the documents (other than preliminary material) that REI was required to file with the SEC on or after that date. As of their respective dates or, in Section 4.04 the case of the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1, 2023, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing effective dates (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), none of the REI SEC Reports did not contain Documents (including all exhibits and schedules thereto and documents incorporated by reference 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 made therein, in light of the circumstances under which they were made, not misleading. As , and the REI SEC Documents complied when filed in all material respects with the then applicable requirements of the Effective DateSecurities Act or the Securities Exchange Act of 1934 (the "1934 Act"), there are no outstanding or unresolved comments in comment letters received from as the case may be, and the rules and regulations promulgated by the SEC with respect thereunder. REI has filed all documents and agreements which were required to be filed as exhibits to the REI SEC ReportsDocuments.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent The Company has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) with the SEC all registration statements, prospectuses, registration statementsreports, forms, reports statements, schedules, certifications and other documents (including exhibits and all other items incorporated by reference) required to be filed by it with the SEC Company since January 1, 20232004 (all such required registration statements, pursuant prospectuses, reports, forms, statements, schedules, certifications and other documents, including those that the Company may file subsequent to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Agreement Date, are referred to herein as the “COMPANY SEC ReportsDOCUMENTS”). Each As of their respective dates, the Company SEC Reports, as of the respective date of its filing, Documents (i) were prepared in accordance and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Act of 2002 (to the extent then applicable), and any the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents and (ii) did not at the SEC Reports. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the Agreement Date by a subsequently filed Company SEC Document. As None of the Effective DateCompany’s Subsidiaries is required to file any forms, there are no outstanding reports or unresolved comments in comment letters received from other documents with the SEC with respect to the SEC ReportsSEC.

SEC Reports. Except as set forth in Section 4.04 of The Company has filed with the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) SEC all registration statements, prospectuses, registration statementsreports, forms, reports statements, schedules, certifications and other documents (including exhibits and all other items incorporated by reference) required to be filed or furnished by it with the SEC Company since January 1, 20232005 (all such required registration statements, pursuant prospectuses, reports, forms, statements, schedules, certifications and other documents, including those that the Company may file subsequent to the Exchange Act or Agreement Date, are referred to herein as the Securities Act (collectively“Company SEC Documents”), as they have been amended since and, to the time Company’s knowledge, all such Company SEC Documents in the form filed with the SEC are available on the SEC’s E▇▇▇▇ website. As of their filing through the Effective Daterespective dates, the “Company SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, Documents (i) were prepared in accordance and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents (ii) did not at the SEC Reports. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the Agreement Date by a subsequently filed Company SEC Document. As None of the Effective DateCompany Subsidiaries is required to file any forms, there are no outstanding reports or unresolved comments in comment letters received from other documents with the SEC with respect to the SEC ReportsSEC.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure SchedulesThe Company has filed all forms, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statementsreports, prospectusesschedules, registration statements, formsproxy statements, reports and other documents (including any document required to be filed as an exhibit thereto) required to be filed by it the Company with the SEC since January 1Securities and Exchange Commission (“SEC”) from September 30, 20232005 to September 30, pursuant 2008. All such required forms, reports, schedules, registration statements, proxy statements and other documents (including those that the Company may file subsequent to the Exchange date hereof) are referred to herein as the “SEC Reports.” As of their respective dates, the SEC Reports (including any financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the requirements of the 1933 Act or the Securities Exchange Act (collectivelyof 1934, as they have been amended since the time of their filing through the Effective Date, (the “SEC ReportsExchange Act”). Each , as the case may be, and the rules and regulations of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to such SEC Reports and (ii) did not at the SEC Reports. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Datedate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC has not been any material adverse change with respect to the SEC ReportsCompany that would require disclosure under the Securities Act.

SEC Reports. Except as set forth in Section 4.04 A true and complete copy of the Parent Disclosure Scheduleseach annual, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectusesquarterly and other report, registration statementsstatement, forms, reports and documents required to be definitive proxy statement filed by it Purchaser with the SEC since January 1, 2023, pursuant 2020 and prior to the Exchange Act or date hereof (the Securities Act (collectively“Purchaser’s SEC Documents”) is available on the web site maintained by the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, as they have been amended since other than portions in respect of which confidential treatment was granted by the time SEC. As of their respective filing through the Effective Datedates, the “Purchaser’s SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, Documents complied in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 case may be, and any the rules and regulations of the SEC promulgated thereunder applicable to such Purchaser’s SEC Documents, and none of the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateDocuments, then on the date of such filing)when filed, the SEC Reports 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 made therein, in the light of the circumstances under which they were made, not misleading. As The financial statements of Purchaser included in the Effective Date, there are no outstanding or unresolved comments SEC Documents comply in comment letters received from 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. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of Parent as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to the SEC Reportsnormal, year-end audit adjustments.

SEC Reports. Except as set forth in Section 4.04 of (a) The Company has filed with the Parent Disclosure Schedules, Parent has timely filed or furnished Securities and Exchange Commission (subject to extensions pursuant to Exchange Act Rule 12b-25the "Commission") all statements, prospectuses, registration statements, forms, reports and documents ("SEC Reports") required to be filed by it with the SEC since January 1, 2023, pursuant to the Exchange Act or under the Securities Act (collectivelyof 1934, as they have been amended since (the time of their filing through the Effective Date, the “SEC Reports”"Exchange Act"). Each All of the SEC Reports, as of Reports filed by the respective date of its filing, and as of the date of any amendment, complied Company comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act . None of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As Reports contains as of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Datedates thereof, then on the date of such filing), the SEC Reports 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 made 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 presents fairly in accordance with GAAP the financial position of the Company as of the date of such balance sheet, and each statement of operations, of stockholders' equity and of cash flows 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. (b) No event has occurred since December 31, 1998 requiring the filing of an SEC Report that has not heretofore been filed. (c) The SEC Reports and this Agreement taken together as a whole will not, as of the Closing Date, 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 contained therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent The Company has timely filed with or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) to, as applicable, the SEC all statements, prospectuses, registration statements, forms, reports reports, schedules, certifications, statements and other documents required to be publicly filed by it with or furnished to the SEC since January 1, 2023, pursuant to the Exchange Act or the Securities Act since January 1, 2021 (collectively, as they have been amended since the time of their filing through the Effective Date, the “Company SEC Reports”). Each of the Company SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied Reports (a) was prepared in accordance in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any 2022 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), including the rules and regulations promulgated thereunder applicable thereunder, and (b) did not, at the time they were filed with or furnished to the SEC Reports. As or, if amended, supplemented or superseded, as of the respective date of its the most recent amendment, supplement or filing (or, in the case of any registration statement or proxy statement, on the applicable date of effectiveness or the date of the relevant meeting, respectively, and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Datesupplemented, then on the date of such filingamendment or supplement), the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they such statements were made, not misleading. As No Subsidiary of the Effective DateCompany is subject to the periodic reporting requirements of the Exchange Act or is otherwise required file with or furnish to the SEC, there are no outstanding or unresolved comments in comment letters received from any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service, any forms, reports, schedules, certifications, statements and other documents. No executive officer of the Company required to make a certification under Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act has failed to make the certifications required of such executive officer under Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Company SEC Reports.

SEC Reports. Except as set forth in Section 4.04 Washington Banking has previously made available to Heritage an accurate and complete copy of the Parent Disclosure Scheduleseach (a) final registration statement, Parent has timely prospectus, report, schedule and definitive proxy statement filed with or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1December 31, 2023, 2010 and prior to the date hereof by Washington Banking pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Washington Banking Reports”). Each of ) and (b) communication mailed by Washington Banking to its shareholders since December 31, 2010 and prior to the SEC Reportsdate hereof, and no such Washington Banking Report, as of the respective date thereof (and, in the case of its filingregistration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of any amendmentthis Agreement) shall be deemed to modify information as of an earlier date. Since December 31, 2010, as of their respective dates, all Washington Banking Reports filed under the Securities Act and the Exchange Act complied in all material respects with the applicable requirements published rules and regulations of the Securities ActSEC with respect thereto. As of the date of this Agreement, no executive officer of Washington Banking has failed in any respect to make the Exchange Act, certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC ReportsAct. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective DateAgreement, there are no outstanding comments from or unresolved comments in comment letters received from issues raised by the SEC with respect to any of the SEC Washington Banking Reports.

SEC Reports. Except as set forth in Section 4.04 of The Company's Common Stock is listed on the Parent Disclosure Schedules, Parent American Stock Exchange and has timely filed or furnished been duly registered with the Securities and Exchange Commission (subject to extensions pursuant to "SEC") under the Securities Exchange Act Rule 12b-25) of 1934, as amended (the "Exchange Act")]. Since February 26, 1993, the Company has filed all statementsreports, prospectusesregistrations, registration statementsproxy or information statements and all other documents, formstogether with any amendments required to be made thereto, reports and documents required to be filed by it with the SEC since January 1, 2023, pursuant to under the Securities Act and the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date"SEC Reports"). Since February 26, 1995, the “Company has timely filed all SEC Reports”). Each The financial statements contained in the SEC Reports fairly presented the financial position of the Company as of the dates mentioned and the results of operations, changes in stockholders' equity and changes in financial position or cash flows for the periods then ended in conformity with GAAP applied on a consistent basis throughout the periods involved. The Company previously has furnished to Purchaser true copies of all the SEC Reports, together with all exhibits thereto that Purchaser has requested. As of their respective dates, the SEC Reports complied (or will comply, as of the respective date of its filing, and as of the date of any amendment, complied case may be) in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any all rules and regulations promulgated thereunder applicable to by the SEC Reports. As of the respective date of its filing and did not (or if amended or superseded by a filing prior to will not, as the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not 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 in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure SchedulesThe Company has filed all reports, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports schedules and documents forms required to be filed by it with the SEC since January 1December 31, 2023, pursuant 2000 and prior to the Exchange Act or the Securities Act date of this Agreement (collectively, as they have been amended since the time of their filing through the Effective Date, the “"Company SEC Reports”"). Each None of the Company SEC Reports, as of the their respective date of its filingdates (and, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not contained or will contain any untrue statement of a material fact or omitted or will omit 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. As Each of the Effective Datefinancial statements of the Company (including the related notes) included in the Company SEC Reports presents fairly, there are no outstanding in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or unresolved comments for the respective periods set forth therein, all in comment letters received from conformity with GAAP consistently applied during the SEC with respect periods involved, except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments that have not been and are not expected to be material in amount. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report), complied as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent (a) Purchaser has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it Purchaser with the SEC since January 1Securities and Exchange Commission (the “SEC”). All such required forms, 2023, pursuant reports and documents (including those that by Purchaser may file subsequent to the Exchange Act or the Securities Act (collectively, date hereof) are referred to herein as they have been amended since the time of their filing through the Effective Date, the “Purchaser SEC Reports”). Each As of the their respective dates, Purchaser SEC Reports, as of the respective date of its filing, Reports (i) were prepared in accordance and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 1933, as amended or the Securities Exchange Act of 1934, as amended, as the case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Purchaser SEC Reports and (ii) did not at the time they were 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 made therein, in the light of the circumstances under which they were made, not misleading. As . (b) To the extent any Purchaser SEC Reports shall include reference to either the Company or any of the Effective DateShareholders, there are no outstanding or unresolved comments in comment letters received from the Purchaser shall use commercially reasonable efforts to provide a draft version of such Purchaser SEC with respect Report to the SEC ReportsShareholders prior to its public release and publication.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent CCE has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) furnished, as applicable, on a timely basis, all forms, statements, prospectuses, registration statements, formscertifications, reports and documents required to be filed or furnished by it with the SEC since January 1, 2023, pursuant to the Exchange Act or the Securities Act Act, since December 31, 2007 (collectivelythe "Applicable Date") (the forms, as they have been amended statements, reports and documents filed or furnished since the time Applicable Date and those filed or furnished subsequent to the date of their filing through the Effective Datethis Agreement, including any amendments thereto, the “SEC "CCE Reports”"). Each of the SEC CCE Reports, as of at the respective date time of its filing, and as of the date of any amendmentfiling or being furnished, complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), and any rules and regulations promulgated thereunder applicable to the SEC CCE Reports. As of the their respective date of its filing dates (or or, if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on as of the date of such filingamendment), the SEC CCE Reports did not not, and any CCE Reports filed with or furnished to the SEC subsequent to the date of this Agreement will 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 made therein, in light of the circumstances under in which they were made, not misleading. As Since the Applicable Date, CCE has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC ReportsNYSE.

SEC Reports. Except as set forth in Section 4.04 of The Company has filed all SEC Reports for the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1, 2023, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of two years preceding the date of any amendment, hereof (or such shorter period as the Company was required by law or regulation to file such material) on a timely basis. The Company’s SEC Reports complied in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, as applicable, and none of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the Company’s SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing)when filed, the SEC Reports 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 made therein, in the light of the circumstances under which they were made, not misleading. As The financial statements of the Effective Date, there are no outstanding or unresolved comments Company included in comment letters received from the Company’s SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with the Accounting Principles, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by the Accounting Principles, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to the SEC Reportsnormal, immaterial, year-end audit adjustments.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent The Company has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents with the SEC that have from and after December 31, 2003 been required to be filed by it with the SEC since January 1(such forms, 2023, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Datereports and documents, the “"SEC Reports”"). Each of the SEC ReportsReport complied, as of the respective date of its filingfiling date, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, each as in effect on the date such SEC Report was filed, except as disclosed in any such SEC Report. True and correct copies of all Company SEC Reports filed prior to the date hereof, whether or not required under applicable Laws, have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (EDGAR) database of the SEC. As of its filing date (or, if amended or ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded seded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such amended or superseding filing), the each SEC Reports 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. As None of the Effective DateCompany's Subsidiaries is required to file any forms, there are no outstanding reports or unresolved comments in comment letters received from other documents with the SEC with respect to the SEC ReportsSEC.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent The Company has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all Company SEC Reports since January 1, 2023, 2016. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Exchange Act or requirements of the Securities Act of 1933 (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC ReportsSecurities Act”). Each of the SEC Reports, as of the respective date of its filing, ) and as of their respective filing dates (in the case of all other Company SEC Reports), and except to the extent corrected by subsequent Company SEC Reports filed prior to the date of any amendmenthereof, such Company SEC Reports (a) complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, applicable to such Company SEC Reports, (b) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange ActAct and other applicable Law and (c) did not, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the such respective date of its filing (dates, or if amended or superseded by a filing restated prior to the date of this Agreement or hereof, at the Closing Date, then on the date time of such filing)later amendment or restatement, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they such statements were made, not misleading. As of the Effective Datedate of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC.

SEC Reports. Except as set forth in Section 4.04 (i) As of the Parent Disclosure Schedulestheir respective dates, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, each report and registration statements, forms, reports and documents required to be statement filed by it Buyer with the SEC United States Securities and Exchange Commission (the “SEC”) since January 1, 2023, pursuant 2009 and prior to the Exchange Act or the Securities Act date of this Agreement (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, ): (i) were prepared in accordance and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 1933, as amended (the “1933 Act”) or the Securities Exchange Act of 1934, as amended, as the case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to the such SEC Reports. As , as of the respective date time of its filing filing, and (or ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As . (ii) Each set of financial statements (including, in each case, any related notes thereto) contained in the Effective DateSEC Reports, there are no outstanding or unresolved comments complied as to form in comment letters received from all material respects with the published rules and regulations of the SEC with respect to thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the SEC Reportsperiods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes) and each fairly presents in all material respects the financial position of Buyer at the respective dates thereof and the results of its operations and cash flows for the periods indicated.

SEC Reports. Except Company previously has made available to Parent (i) its Annual Report on Form 10-K for the year ended December 31, 2002 (the "Company 10-K"), as set forth in Section 4.04 of filed with the Parent Disclosure SchedulesSecurities and Exchange Commission (the "SEC"), Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25ii) all statements, prospectuses, registration statements, forms, reports and documents required proxy statements relating to Company's meetings of stockholders held or to be held after December 31, 2002 and (iii) all other documents filed by it Company with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") since January 1, 2023, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, 1999 and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or (the Closing Date"Company SEC Reports"). As of their respective dates, then on or, if amended, as of the date of the most recent amendment, such filing)documents complied, and all documents filed by Company with the SEC Reports under the Exchange Act between the date of this Agreement and the Closing Date will comply, in all material respects, with applicable SEC requirements and did not not, or in the case of documents filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As The parties agree that failure of the Effective Date, there are no outstanding Company's chief executive officer or unresolved comments chief financial officer to provide an unqualified certification in comment letters received from any certification required to be filed with any document filed with the SEC between the date of this Agreement and the Closing Date will constitute an event that has a Company Material Adverse Effect. On and since January 1, 2003, Company has timely filed, and between the date of this Agreement and the Closing Date shall timely file, with respect to the SEC Reportsall periodic reports required to be filed by it under the Exchange Act. No Company Subsidiary is required to file any form, report or other document with the SEC.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent (a) ICG has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) with the SEC all statementsrequired reports, prospectusesfilings, registration statements, forms, reports statements and other documents required to be filed by it with the SEC since January 1, 20232000 (the "ICG SEC Documents"), pursuant except as set forth in Section 2.5(a) of the Parent Disclosure Schedule. (b) As of its filing date, or as amended or supplemented prior to the Exchange Act or the Securities Act (collectivelydate hereof, each ICG SEC Document complied as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to the such ICG SEC Reports. As Reports except as set forth in Section 2.5(b) of the respective date Parent Disclosure Schedule. (c) No ICG SEC Document, as of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Datedate, then on the date of such filing), the SEC Reports did not contain 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 which they were made, not misleading. As . (d) No Subsidiary of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC ICG (with respect to the Purchased Business or the Purchased Assets) is required to file any form, report or other document with the SEC. (e) ICG has heretofore made available to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by ICG with the SEC Reportspursuant to the Exchange Act, and Parent has heretofore made available to Mpower a complete and correct copy of such amendments or modifications that relate in any material respects to the Purchased Business or the Purchased Assets.

SEC Reports. Except as set forth in Section 4.04 As of the Parent Disclosure Schedulesdate hereof, Buyer Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1, 2023, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each All of the SEC ReportsReports (including, as of without limitation, all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) (i) were filed on a timely basis (giving effect to permissible extensions in accordance with Rule 12b-25 under the respective date of its filingExchange Act), and as of (ii) at the time filed (except to the extent corrected by a subsequently filed SEC Report filed prior to the date of any amendmentthis Agreement), complied complied, as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports and (iii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements made thereinin such SEC Reports, in the light of the circumstances under which they were made, not misleading, in any material respect. As The financial statements of the Effective Date, there are no outstanding or unresolved comments Buyer Parent included in comment letters received from the SEC with respect to the SEC Reports, including the related notes thereto, when filed, fairly presented in all material respects the consolidated financial position and the consolidated results of operations and cash flows of Buyer Parent as of the dates thereof or for the periods presented therein (subject, in the case of unaudited financial statements, to normal and recurring year-end adjustments that are not expected to be material in the aggregate).

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statementsforms, prospectusesreports, schedules, registration statements, forms, reports proxy statements and other documents (including any document required to be filed as an exhibit thereto) required to be filed by it Buyer with the SEC Securities and Exchange Commission ("SEC") since January 1December 31, 20232003. All such required forms, pursuant reports, schedules, registration statements, proxy statements and other documents (including those that Buyer may file subsequent to the Exchange date hereof) are referred to herein as the "SEC Reports." As of their respective dates, the SEC Reports (including any financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Securities Exchange Act of 1934 (collectivelythe "Exchange Act"), as they have been amended since the time of their filing through case may be, and the Effective Date, the “SEC Reports”). Each rules and regulations of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to such SEC Reports and (ii) did not at the SEC Reports. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Datedate hereof, there are no outstanding or unresolved comments in comment letters received from the SEC has not been any Material Adverse Effect with respect to Buyer that would require disclosure under the SEC ReportsSecurities Act.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectusesEach report, registration statementsstatement and definitive proxy statement (the “SEC Reports”) filed by Borrower with the Securities and Exchange Commission (the “SEC”) during the last two fiscal years and the interim period prior to the date of this Agreement, which are all the forms, reports and documents required to be filed by it the Borrower with the SEC since January 1during such time period, 2023, pursuant are publicly available to the Exchange Act or Lenders on the Securities Act (collectively, as they have been amended since the time SEC’s website. As of their filing through the Effective Date, the “SEC Reports”). Each of respective dates the SEC Reports, as of the respective date of its filing: (i) were prepared in accordance, and as of the date of any amendment, complied in all material respects respects, with the applicable requirements of the Securities ActAct of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 case may be, and any the rules and regulations promulgated of the SEC thereunder applicable to the such SEC Reports. As of , and (ii) did not at the respective date of its filing time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As Except to the extent set forth in this Article III, the Borrower makes no representation or warranty whatsoever concerning any SEC Report as of any time other than the Effective Date, there are no outstanding date or unresolved comments in comment letters received from the SEC period with respect to the SEC Reportswhich it was filed.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all required registration statements, prospectuses, registration statementsall reports, schedules, forms, reports statements, certifications and other documents required to be filed by it (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the SEC since January 1, 2023, pursuant to the Exchange Act or the Securities Act 2021 (collectively, as they have been amended since the time of their filing through the Effective Date, the “Parent SEC Reports”). Each As of their respective dates, the Parent SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied Reports compiled in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes Oxley Act, as the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 case may be, and any the rules and regulations of the SEC promulgated thereunder applicable to the Parent SEC Reports. As , as applicable, and none of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Parent SEC Reports did not contain 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 made 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 Effective Datedate of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Parent SEC Reports, and, to the Knowledge of Parent, none of the Parent SEC Reports is the subject of any outstanding SEC investigation.

SEC Reports. Except as set forth in Section 4.04 (a) Since January 1, 2019 through the date of this Agreement, the Parent Disclosure Schedules, Parent Company has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25as applicable) all statements, prospectuses, registration statements, forms, reports reports, schedules, statements and documents with the SEC that have been required to be so filed or furnished (as applicable) and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC since after January 1, 20232019, pursuant and at or prior to the Exchange Act Effective Time that are not required to be so filed or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Datefurnished, the “SEC Reports”). . (b) Each of SEC Report complied, or will comply, as the SEC Reportscase may be, as of the respective its filing date of its (or, if amended or superseded by a filing, and as of on the date of any amendmentsuch amended or superseded filing), complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to Act, each as in effect on the date such SEC Reports. Report was, or will be, filed. (c) As of the respective date of its filing date (or or, if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such amended or superseded filing), each SEC Report did not, or will not, as the SEC Reports did not 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. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent The Company has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all Company SEC Reports since January 1, 2023, 2019. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the Exchange Act or requirements of the Securities Act of 1933 (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC ReportsSecurities Act”). Each of the SEC Reports, as of the respective date of its filing, ) and as of their respective filing dates (in the case of all other Company SEC Reports), and except to the extent corrected by subsequent Company SEC Reports filed prior to the date of any amendmenthereof, such Company SEC Reports (a) complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, applicable to such Company SEC Reports, (b) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange ActAct and other applicable Law and (c) did not, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the such respective date of its filing (dates, or if amended or superseded by a filing restated prior to the date of this Agreement or hereof, at the Closing Date, then on the date time of such filing)later amendment or restatement, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they such statements were made, not misleading. As of the Effective Datedate of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Reports. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent The Borrower has timely filed with or furnished to, as applicable, the Securities and Exchange Commission (subject to extensions pursuant to Exchange Act Rule 12b-25the “SEC”) all registration statements, prospectuses, registration statementsreports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2023, pursuant to the Exchange Act or the Securities Act 2011 (collectively, as they have been amended since the time of their filing through the Effective Date, the “Borrower SEC ReportsDocuments”). Each All such Borrower SEC Documents that Borrower has so filed or furnished prior to the date hereof are available on the SEC’s website. As of the SEC Reportstheir respective filing dates (or, as of the respective date of its if amended or superseded by a subsequent filing, and as of the date of any amendmentthe last such amendment or superseding filing prior to the date hereof), each of the Borrower SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Act and Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the such Borrower SEC ReportsDocuments. As None of the respective date of its filing Borrower SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed or furnished (or 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 of this Agreement or the Closing Date, then on the date of such filinghereof), the SEC Reports 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 made therein, in light of the circumstances under which they were made, not misleading. As None of the Effective Date, there are no outstanding Borrower’s Subsidiaries is required to file with or unresolved comments in comment letters received from the SEC with respect furnish to the SEC Reportsany forms, reports or other documents.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent The SPAC has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) furnished, as applicable, all statements, prospectuses, registration statements, forms, reports and other documents required to be filed by it the SPAC with the SEC since January 1completion of its initial public offering. All such registration statements, 2023forms, pursuant reports and other documents are referred to herein as the “SPAC SEC Reports.” The SPAC SEC Reports (i) were furnished on a timely basis (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act or the Securities Act of 1934), (collectively, ii) as they have been amended since the time of their filing through respective dates or, if amended and filed no later than five (5) business days prior to the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filingthis Agreement, and as of the date of any the last such amendment, complied complied, or will comply as of such date, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 1933, as amended, and any the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated of the SEC thereunder applicable to the such SPAC SEC Reports. As Reports and (iii) including any financial statements or schedules included or incorporated by reference therein, did not or will not, as of the their respective date of its filing (or dates, or, if amended or superseded by a filing and filed no later than five (5) business Days prior to the date of this Agreement or Agreement, as of the Closing Datelast such amendment, then on the date of such filing), the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SPAC SEC Reports or necessary in order to make the statements made thereinin such SPAC SEC Reports, in the light of the circumstances under which they were made, not misleading. As No executive officer of the Effective Date, there are no outstanding SPAC has failed to make the certifications required of him or unresolved comments in comment letters received from her under Section 302 or 906 of the SEC ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the any SPAC SEC Reports.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, The Purchaser Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1, 2023, pursuant 2000 and has heretofore made available to the Exchange Act or Company, in the Securities Act form filed with the SEC (excluding any exhibits thereto), (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and (ii) all other forms, reports, Registration Statements and other documents filed by the Purchaser Parent with the SEC since January 1, 2000 (the forms, reports, Registration Statements and other documents referred to in clauses (i) and (ii) above being referred to herein, collectively, as they have been amended since the time of their filing through the Effective Date, the “"PURCHASER PARENT SEC Reports”REPORTS"). Each of The Purchaser Parent SEC Reports and any other forms, reports and other documents filed by the Purchaser Parent with the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (before or if amended or superseded by a filing prior to after the date of this Agreement or to the Closing DateDate (i) were or will be prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, then on as the date of such filing)case may be, and the SEC Reports rules and regulations thereunder, and (ii) did not at the time they were filed, or will not at the time they are 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 made therein, in the light of the circumstances under which they were or are made, not misleading. As Except as set forth in the Purchaser Parent SEC Reports, since December 31, 2002 there has not been any Material Adverse Change in the business, results of operations, condition (financial or otherwise), properties, Assets, Liabilities or obligations of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect Purchaser Parent that would be required to the SEC Reportsbe disclosed.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure SchedulesSince January 1, Parent 1999, Cendant has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statementsrequired reports, prospectuses, registration statementsschedules, forms, reports statements and documents required to be filed by it other documents, including exhibits and all other information incorporated therein (the "SEC Documents"), with the SEC since January 1, 2023, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time SEC. As of their filing through the Effective Daterespective dates, the “SEC Reports”). Each of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, 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 ActAct of 1934, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed (as amended and restated and as supplemented by subsequently filed SEC Documents) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; PROVIDED, that the SEC Documents relating to the Tracking Stock Proposal and the proposed initial public offering of the ▇▇▇▇.▇▇▇ Stock (including, without limitation, the ▇▇▇▇.▇▇▇ Proxy Statement and the ▇▇▇▇-▇▇.▇▇▇ Act of 2002 Registration Statement), each as amended and any rules and regulations promulgated thereunder applicable to the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior supplemented to the date hereof, do not as of this Agreement or the date hereof, and will not as of the Closing Date, then on the date of such filing), the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 North has previously made available (it being understood that documents available via the SEC’s ▇▇▇▇▇ system shall be deemed to have been made available for purposes of the Parent Disclosure Schedulesthis representation) to South an accurate and complete copy of each (a) final registration statement, Parent has timely prospectus, report, schedule and definitive proxy statement filed with or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1, 20232011, by North pursuant to the Exchange Securities Act or the Securities Exchange Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “North SEC Reports”). Each of ) and (b) communication mailed by North to its stockholders since January 1, 2011 and prior to the SEC Reportsdate hereof, and no such North Report or communication, as of the respective date thereof (and, in the case of its filingregistration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of any amendmentthis Agreement) shall be deemed to modify information as of an earlier date. Since January 1, 2011, as of their respective dates, all North SEC Reports filed under the Securities Act and the Exchange Act complied in all material respects with the applicable requirements published rules and regulations of the Securities ActSEC with respect thereto. As of the date of this Agreement, no executive officer of North has failed in any respect to make the Exchange Act, certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC ReportsAct. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective DateAgreement, there are no outstanding comments from or unresolved comments in comment letters received from issues raised by the SEC with respect to any of the North SEC Reports.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent has timely previously delivered to ETG a copy of each (a) final registration statement and prospectus of Parent filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1, 2023, 1997 with the SEC pursuant to the Exchange Act or the Securities Act Act, (b) definitive proxy statement for the year ended October 31, 1998, Form 10-KSB for the fiscal year ended October 31, 1997, Forms 10-QSB for the first three quarters of fiscal 1998, including all amendments thereto, filed with the SEC, and (c) all Forms 8-K of Parent since July 31, 1998, including all amendments thereto, filed with the SEC (collectively, the "Parent SEC Reports"). Parent has timely filed (either by the required filing date or pursuant to Rule 12b-25 promulgated under the Exchange Act) all Parent SEC Reports and other documents required to be filed by it under the Securities Act and the Exchange Act and, as they have been amended since the time of their filing through respective dates, all Parent SEC Reports complied with all of the Effective Date, the “SEC Reports”). Each rules and regulations of the SEC Reports, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reportsrespect thereto. As of the their respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Datedates, then on the date of no such filing), the Parent SEC Reports did not contain or communications 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. As Parent has made available to ETG true and complete copies of all amendments and modifications to all agreements, documents and other instruments which previously had been filed with the Effective DateSEC by Parent and which are currently in effect. Except as set forth on Schedule 5.9 annexed hereto, since July 31, 1998, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reportshas not been any Material Adverse Effect on Parent.

SEC Reports. Except as set forth in Section 4.04 4.4(a) of the Parent Disclosure SchedulesLetter, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) with the SEC all registration statements, prospectuses, registration statementsreports, forms, reports statements, schedules, certifications and other documents (including exhibits and all other items incorporated by reference) required to be filed by it with the SEC Parent since January 1, 20232004 (all such required registration statements, pursuant prospectuses, reports, forms, statements, schedules, certifications and other documents, including those that Parent may file subsequent to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the Effective Agreement Date, are referred to herein as the “PARENT SEC ReportsDOCUMENTS”). Each As of the their respective dates, Parent SEC Reports, as of the respective date of its filing, Documents (i) were prepared in accordance and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Act of 2002 (to the extent then applicable), and any the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents and (ii) did not at the SEC Reports. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect except to the extent corrected prior to the date hereof by a subsequently filed Parent SEC ReportsDocument. None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Reports. Except as set forth in Section 4.04 of (a) The Company has filed with the Parent Disclosure Schedules, Parent has timely filed or furnished Securities and Exchange Commission (subject to extensions pursuant to Exchange Act Rule 12b-25the "Commission") all statements, prospectuses, registration statements, forms, reports and documents ("SEC Reports") required to be filed by it with the SEC since January 1, 2023, pursuant to the Exchange Act or under the Securities Act (collectivelyof 1934, as they have been amended since (the time of their filing through the Effective Date, the “SEC Reports”"Exchange Act"). Each All of the SEC Reports, as of Reports filed by the respective date of its filing, and as of the date of any amendment, complied Company comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act . None of 2002 and any rules and regulations promulgated thereunder applicable to the SEC Reports. As Reports contains as of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Datedates thereof, then on the date of such filing), the SEC Reports 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 made 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 presents fairly in accordance with GAAP the financial position of the Company as of the date of such balance sheet, and each statement of operations, of stockholders' equity and of cash flows 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. (b) No event has occurred since September 30, 1998 requiring the filing of an SEC Report that has not heretofore been filed. (c) The SEC Reports and this Agreement taken together as a whole will not, as of the Closing Date, 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 contained therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 of The Borrower has filed all reports (the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25"SEC Reports") all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1, 2023, pursuant to Securities and Exchange Commission (the Exchange Act or "Commission") under the Securities Act of 1933 (collectivelythe "Securities Act") and the Exchange Act, as they have been amended since the including pursuant to Section 13(a) or 15(d) thereof, on a timely basis or has timely filed a valid extension of such time of their filing through and has filed any such SEC Reports prior to the Effective Date, the “SEC Reports”)expiration of any such extension. Each of the The SEC Reports, along with the Borrower's current registration statement on file with the Commission on Form S-1 (File No. 333-131254), are herein referred to as the "SEC Filings." As of their respective dates, the respective date of its filing, and SEC Filings complied as of the date of any amendment, complied to form in all material respects with (i) the applicable requirements of the Securities Act, Act and the Exchange Act, Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations of the Commission promulgated thereunder applicable and (ii) any SEC comments received or otherwise conveyed to the Company with respect to any previously filed SEC ReportsFiling except that the Borrower has not yet responded to the letter received from the SEC on May 2, 2006 commenting on the Form S-1 filed with the SEC. As In addition, none of the SEC Filings, as of their respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Datedates, then on the date of such filing), the SEC Reports 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 made therein, in light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 of (a) SHA has delivered to KL or there have been available by public means (i) SHA’s annual financial report on Form 10-K for FY2006 (ii) the Parent Disclosure SchedulesProspectus, Parent has timely filed or furnished and (subject to extensions pursuant to Exchange Act Rule 12b-25iii) all statements, prospectuses, registration statements, forms, other reports and documents required to be filed by it with SHA under the SEC since January 1, 2023, pursuant to Securities Act and the Exchange Act or the Securities Act (collectivelyall of such materials, together with any amendments thereto and documents incorporated by reference therein, are referred to herein as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”). Each of the SEC Reports, as of the respective date . (b) As of its filingfiling date or, and as of the date of any amendmentif applicable, its effective date, each SEC Report complied in all material respects with the applicable requirements of the Laws applicable to SHA for such SEC Report, including the Securities Act, Act and the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the . (c) Each SEC Reports. As of the respective date Report as of its filing (or if amended or superseded by a filing prior to date and the date Prospectus, as of this Agreement or the Closing Dateits effective date, then on the date of such filing), the SEC Reports 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. As SHA has filed all reports under the Exchange Act that were required to be filed as of the Effective Date, there are no outstanding or unresolved comments in comment letters received from date hereof and will have filed all such reports required to have been filed through the SEC Closing Date and has otherwise materially complied with respect to all requirements of the SEC ReportsSecurities Act and the Exchange Act.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent The Company has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with under the SEC since January 1Securities Exchange Act of 1934, 2023as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the eighteen (18) months preceding the date hereof (the foregoing materials (together with any materials filed by the Company under the Exchange Act for the eighteen (18) months prior to the date hereof, or on or after the Securities Act (collectivelydate hereof, whether or not required to be filed) being collectively referred to herein as they have been amended since the time of their filing through the Effective Date, the “SEC Reports”)) on a timely basis or has properly filed a notice on Form 12b-25 with respect to an extension of such time of filing, and has filed any such SEC Reports prior to the expiration of any such extension. Each of the The SEC Reports, as of when they were filed with the respective date of its filingSecurities and Exchange Commission (the “Commission”), and as of the date of any amendment, complied conformed in all material respects with to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, as applicable, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act statements therein, in the light of 2002 the circumstances under which they were made, not misleading; and any rules and regulations promulgated thereunder applicable to further SEC Reports so filed with the SEC Reports. As of the respective date of its filing (or if amended or superseded by a filing prior Commission subsequent to the date of this Agreement hereof and on or prior to the Closing Date, then on when such documents are filed with the date Commission, will conform in all material respects to the requirements of such filing)the Securities Act or the Exchange Act, the SEC Reports did as applicable, and will 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 made therein, in the light of the circumstances under which they were made, not misleading. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 of the Parent Disclosure Schedules, Parent has timely filed or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since Since January 1, 20232004, pursuant to Ventas has filed with the U.S. Securities and Exchange Act or Commission (the Securities Act “Commission”) all forms, reports, schedules, proxy statements (collectively, as they have been amended since and in each case including all exhibits and schedules thereto and documents incorporated by reference therein and including all registration statements and prospectuses filed with the time of their filing through the Effective DateCommission, the “SEC Reports”)) required to be filed by Ventas with the Commission. Each As of the SEC Reports, as of the respective its date of its filing, and as of the date of any amendment, each SEC Report complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 1934, as amended (the “1934 Act”), and any the rules and regulations promulgated thereunder applicable (the “1934 Act Regulations”), or the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder (the “1933 Act Regulations”), and none of such SEC Reports (including any and all financial statements included therein) contained when filed (except to the SEC Reports. As of the respective date of its filing (or if amended extent revised or superseded by a subsequent filing with the Commission that is publicly available prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not contain hereof) any untrue statement of a material fact or omit (except to the extent revised or superseded by a subsequent filing with the Commission that is publicly available prior to the date hereof) omitted or omits 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. As of the Effective Date, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports.

SEC Reports. Except as set forth in Section 4.04 Umpqua has previously made available (it being understood that documents available via the SEC’s E▇▇▇▇ system shall be deemed to have been made available for purposes of the Parent Disclosure Schedulesthis representation) to Sterling an accurate and complete copy of each (a) final registration statement, Parent has timely prospectus, report, schedule and definitive proxy statement filed with or furnished (subject to extensions pursuant to Exchange Act Rule 12b-25) all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since January 1, 20232011, by Umpqua pursuant to the Exchange Securities Act or the Securities Exchange Act (collectively, as they have been amended since the time of their filing through the Effective Date, the “SEC Umpqua Reports”). Each of ) and (b) communication mailed by Umpqua to its shareholders since January 1, 2011 and prior to the SEC Reportsdate hereof, and no such Umpqua Report or communication, as of the respective date thereof (and, in the case of its filingregistration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of any amendmentthis Agreement) shall be deemed to modify information as of an earlier date. Since January 1, 2011, as of their respective dates, all Umpqua Reports filed under the Securities Act and the Exchange Act complied in all material respects with the applicable requirements published rules and regulations of the Securities ActSEC with respect thereto. As of the date of this Agreement, no executive officer of Umpqua has failed in any respect to make the Exchange Act, certifications required of him or her under Section 302 or 906 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any rules and regulations promulgated thereunder applicable to the SEC ReportsAct. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the Effective DateAgreement, there are no outstanding comments from or unresolved comments in comment letters received from issues raised by the SEC with respect to any of the SEC Umpqua Reports.