Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).

SEC Filings; Financial Statements. (a) The Company has Made Available (delivered or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with the SEC, including all amendments thereto SEC since January 1, 2008 2007 (collectively, the “Company SEC Documents”)) as well as all comment letters received by the Company from the SEC since January 1, 2007 and all responses to such comment letters provided to the SEC by or on behalf of the Company. All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents (as so amended or superseded) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents (as so amended or superseded) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: (A1) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (2) Rule 13a-14 or Rule 15d-14 under the Exchange Act; and (B3) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, and complies comply as to form and content with all applicable Legal Requirements. As used in this Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of pursuant to the Securities Act or the Exchange Act (as the case may be)Act.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of filed all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedules, forms, exhibits and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits schedules and other documents required to have been be filed by the Company or its officers it with the Securities and Exchange Commission (the "SEC") since June 6, 2001 (such forms, reports, statements, schedules and other documents being, collectively, the "Company SEC since January 1, 2008 have been so filed on a timely basisReports"). None of the Company’s Subsidiaries is required to file any documents with the SEC. As of The Company SEC Reports (i) at the time they were filed with the SEC (or, if amended or superseded by a filing prior to the date amended, as of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents amendment, complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be); , and the rules and regulations promulgated thereunder, and (ii) none did not, at the time they were filed, or, if amended, as of the Company SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted 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. Each The Company is eligible to use Form S-3 in connection with the registration of securities under the Securities Act. No Subsidiary is required to file any form, report or other document with the SEC. Except as set forth in Section 5.07 of the certifications and statements relating Company Disclosure Schedule, the Company has not received any non-routine inquires or interrogatories, whether in writing or otherwise, from the SEC, the NASDAQ National Market or any other Governmental Authority, or, to the knowledge of the Company, been the subject of any investigation, audit, review or hearing by or in front of such persons, in each case with respect to any of the Company SEC Documents required by: (A) Rule 13a-14 Reports or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 any of the Xxxxxxxx-Xxxxx Act); information contained therein. True and complete copies of any such written inquires or (C) any other rule or regulation promulgated by the SEC or applicable interrogatories have been furnished to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and completeParent, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4Parent has otherwise been made aware of any such oral inquiries or interrogatories, the term “file” and variations thereof shall be broadly construed to include any manner in which a document investigations, audits, reviews or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)hearings.

SEC Filings; Financial Statements. (a) The Company has Made Available to Parent (or made to the extent not available on the SEC websiteXXXXX) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents SEC Documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively2007, as well as all comment letters received by the “Company from the SEC Documents”)and all responses to such comment letters provided to the SEC by or on behalf of the Company since such date. All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 2007 have been so filed on a timely basis, including any certification or statement required by: (i) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (ii) Rule 13a-14 or Rule 15d-14 under the Exchange Act; or (iii) Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any report filed with the SEC. None of the Company’s Company Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (iA) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (iiB) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A1) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the Xxxxxxxx-Xxxxx Act); (B2) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C3) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents filed on or after January 1, 2007 (collectively, the “Company Certifications”) is are accurate and complete, and complies comply as to form and content with all applicable Legal Requirements. As used in Section 2.4this Agreement, the term “file” and variations thereof thereof, when used in reference to the SEC, shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available delivered to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of filed all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by the Company since January 1, 2002 with the SEC (collectively, the "Company SEC Reports"). The Company SEC Reports, including all forms, exhibits reports and other documents filed by the Company with the SECSEC after the date hereof and prior to the Effective Time, including all amendments thereto since January 1(i) were and, 2008 (collectively, in the “case of Company SEC Documents”). All statementsReports filed after the date hereof, reportswill be, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers prepared in all material respects in accordance with the SEC since January 1, 2008 have been so filed on a timely basis. None applicable requirements of the Company’s Subsidiaries is required to file any documents with Securities Act and the SEC. As of Exchange Act, as the case may be, and the rules and regulations thereunder, and (ii) did not at the time they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each ), and in the case of such forms, reports and documents filed by the Company with the SEC after the date of this Agreement, will not as of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained time they are filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were and will be made, not misleading. Each None of the certifications and statements relating to Subsidiaries of the Company SEC Documents is required by: (A) Rule 13a-14 to file any forms, reports, schedules, statements or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance documents with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (ai) The Company has Made Available timely filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (or the “SEC”) and has heretofore made available on to Purchaser, in the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents form filed by the Company with the SEC, including its: (1) most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q; (2) most recent proxy statement for the annual meeting of stockholders and (3) all amendments thereto Current Reports on Form 8-K filed with the SEC since January 1the date of the Company’s most recent report on Form 10-Q, 2008 if any (collectively, the “Company SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits and other documents required The SEC Reports: (A) complied as to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (iiB) none of did not at the Company SEC Documents contained time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any SEC Report has been updated, revised, supplemented or amended by a later-filed SEC Report, none of the certifications and SEC Reports contains, as of the Execution Date or as of the Closing Date, as applicable, an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements relating therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, no subsidiary of the Company is subject to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under reporting requirements of the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) statements and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with, and all Company Certifications (as defined below) filed or furnished by the Company with or to, the SECSEC since January 1, 2007, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All Since January 1, 2007, all statements, reports, schedules, forms, exhibits forms and other documents required to have been filed or furnished by the Company with or its officers with to the SEC since January 1, 2008 have been so filed or furnished on a timely basis. None of the Company’s Subsidiaries is required to file or furnish any documents with or to the SEC. As of the time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of such filingamendment): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act (as the case may be)) and any rules and regulations promulgated thereunder applicable to the company SEC Documents; and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under 15d-15 of the Exchange Act; Act or (B) 18 U.S.C. §1350 (Section 302 or 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete. Except as set forth in Part 2.4(a) of the Company Disclosure Schedule, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4neither the Company nor, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or knowledge of the Company, any member of its staff in accordance with executive officers has received written notice from any Governmental Body challenging or questioning the applicable requirements accuracy, completeness, form or manner of the Securities Act or the Exchange Act (as the case may be)filing of any Company Certifications.

SEC Filings; Financial Statements. (a) The Company has Made Available filed or otherwise furnished (as applicable), all forms, reports and documents required to be filed with or made available on furnished to the SEC websiteby the Company since January 1, 2013 (the “Applicable Date”) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, the forms, exhibits reports and other documents filed by or furnished since the Company with Applicable Date and those filed or furnished subsequent to the SECdate hereof as have been supplemented, including all amendments thereto modified or amended since January 1the time of filing or furnishing, 2008 (collectively, the “Company SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time date of filing, in the case of Company SEC Reports filed with pursuant to the Exchange Act (and to the extent such Company SEC (orReports were amended, if amended or superseded by a filing prior to then as of the date of this Agreementfiling of such amendment), then on and as of the date of effectiveness in the case of Company SEC Reports filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (and to the extent such filing): Company SEC Reports were amended, then as of the date of effectiveness of such amendment), the Company SEC Reports (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and the rules and regulations promulgated thereunder, each as in effect on the date so filed or effective, and (ii) none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted 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. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies misleading as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act filing date or the Exchange Act effective date (as the case may beapplicable).

SEC Filings; Financial Statements. (a) The Company Parent has Made Available delivered (or made available on the SEC website) to Parent the Company accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) statements and other statements, reports, schedules, forms, exhibits forms and other documents filed by Parent with, and all Parent Certifications (as defined below) filed or furnished by Parent with or to, the Company with SEC since the SECformation of Parent, including all amendments thereto since January 1, 2008 (collectively, the “Company Parent SEC Documents”). All Except as set forth on Schedule 4.4(a), to the best knowledge of Parent all statements, reports, schedules, forms, exhibits forms and other documents required to have been filed or furnished by the Company Parent with or its officers with to the SEC since January 1, 2008 the formation of Parent have been so filed or furnished on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior furnished to the date of this Agreement, then on the date of such filing): SEC: (i) each of the Company Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company Parent 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 the light of the circumstances under which they were made, not misleading, except to the extent corrected by the filing or furnishing of the applicable amending or superseding Parent SEC Document. Each of the certifications and statements relating to the Company Parent SEC Documents required Pieris/Marika Acquisition Agreement by: (A1) Rule 13a-14 or Rule 15d-14 under the Exchange Act; or (B2) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Parent Certifications”) is accurate and complete, and complies complied as to form and content with all applicable Legal Requirements. As used Requirements in Section 2.4, effect at the term “file” and variations thereof shall be broadly construed to include any manner in which a document time such Parent Certification was filed with or information is filed, furnished, submitted, supplied or otherwise made available furnished to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 2018 (the “Company SEC Reports”) have been so filed on a timely basisbasis and, as of the date hereof, are publicly available on XXXXX. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act (as the case may be); and (ii) none of the Company SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications With respect to each annual report on Form 10-K and statements relating to each quarterly report on Form 10-Q included in the Company SEC Documents Reports, the principal executive officer and principal financial officer of the Company have made all certifications required by: (A) Rule by Rules 13a-14 or Rule and 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx ActAct (each such required certification, a “Certification”); or (C) any other rule or regulation promulgated by , and the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is statements contained in each Certification were accurate and completecomplete as of its date. For purposes of this Agreement, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term (A) “fileprincipal executive officer” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).“

SEC Filings; Financial Statements. (aA) The Company has Made Available (filed or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications furnished (as defined belowrequired or permitted) and other statementsall forms, reports, schedules, formsproxy statements, registration statements and other documents (including exhibits and other documents information incorporated therein) required to be filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of 2003 (the Company’s Subsidiaries is required to file any documents with the SEC"Company SEC Documents"). As of the time it became effective (with respect to filings made under the Securities Act) and as of the time it was filed with or furnished to the SEC (with respect to filings made under the Exchange Act and, with respect to proxy statements, at the time such proxy statement was mailed to stockholders of the Company) (or, if with respect to filings made under the Exchange Act and amended or superseded by a filing prior to the date of this Agreement, then on the date of the filing or furnishing of suc amendment or, with respect to an amendment to a proxy statement, on the date such filingamendment to the proxy statement was mailed to stockholders of the Company, if applicable): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained did not (and with respect to Company SEC Documents filed after the date of this Agreement, will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The Company has made available to Parent copies of all comment letters received by the certifications Company from the SEC since January 1, 2003, and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 Documents, together with all written responses of the Xxxxxxxx-Xxxxx Act); Company thereto. As of the date of this Agreement, to the Company's knowledge, there are no outstanding or (C) any other rule or regulation promulgated unresolved comments in such comment letters received by the SEC or applicable Company from the SEC. As of the date of this Agreement, to the knowledge of the Company none of the SEC Documents (collectivelyis the subject of any ongoing review by the SEC. No Company Subsidiary is, the “Company Certifications”) is accurate and completeor has ever been, and complies as required to form and content with all applicable Legal Requirements. As used in Section 2.4file any reports, the term “file” and variations thereof shall be broadly construed to include any manner in which a document schedules, proxy statements, registration statements or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance other documents with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company Other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx, Parent has Made Available (delivered or made available on to the SEC website) to Parent Company accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company Parent with the SEC since September 24, 2020 (inclusive of such documents that can obtained on the SEC, including all amendments thereto ’s website at xxx.xxx.xxx filed since January 1, 2008 (collectivelysuch date, the “Company Parent SEC Documents”). All material statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company Parent or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) ), each of the Company Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) and, as of the time they were filed, none of the Company Parent 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: by (Ai) Rule 13a-14 or Rule 15d-14 under the Exchange Act; Act and (Bii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company Parent SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, complete and complies comply as to form and content with all applicable Legal RequirementsLaws. As used in this Section 2.43.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company Parent has Made Available (or made available on filed with the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents required to be filed by the Company Parent with the SEC, including all amendments thereto SEC since January 1, 2008 2008, and all amendments thereto (collectively, the “Company Parent SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company Parent or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None Parent has Made Available to the Company accurate and complete copies of the Company’s Subsidiaries each Parent SEC Document (including each exhibit thereto) that is required to file any documents with not publicly available through the SEC’s XXXXX database. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)) and the applicable rules and regulations of the SEC thereunder; and (ii) none of the Company Parent 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; or (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, and complies comply as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).

SEC Filings; Financial Statements. (a) The Company has delivered or Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with the SEC, including all amendments thereto thereto, since January 1, 2008 2014 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company or to the best of the knowledge of the Company, its officers with the SEC since January 1, 2008 2014 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content in all material respects with all applicable Legal Requirements. As used in the introduction to this Section 2.42 and in this Section 2.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)staff.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with the SECSEC since October 6, including 2017, and all amendments thereto since January 1, 2008 (collectively, the “Company SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company or any of its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act (as the case may be); and (ii) none of the Company SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications With respect to each annual report on Form 10-K and statements relating to each quarterly report on Form 10-Q included in the Company SEC Documents Reports, the principal executive officer and principal financial officer of the Company have made all certifications required by: (A) Rule by Rules 13a-14 or Rule and 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx ActAct (each such required certification, a “Certification”); or (C) any other rule or regulation promulgated by , and the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is statements contained in each Certification are accurate and completecomplete as of its date. For purposes of this Agreement, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term (A) “fileprincipal executive officer” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).“

SEC Filings; Financial Statements. (a) The Company Check-Cap has Made Available (filed or made available furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents filed by under the Company with Exchange Act or the SEC, including all amendments thereto Securities Act since January July 1, 2008 2021 (collectively, the “Company Check-Cap SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed or furnished with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) ), each of the Company Check-Cap SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) and, to the Knowledge of Check-Cap, as of the time they were filed or furnished, none of the Company Check-Cap 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: by (Ai) Rule 13a-14 or Rule 15d-14 under the Exchange Act; Act and (Bii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company Check-Cap SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, complete and complies comply as to form and content with all applicable Legal RequirementsLaws and no current or former principal executive officer or principal financial officer of Check-Cap has failed to make the Certifications required of him or her. As used in this Section 2.45.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submittedprovided, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (filed all forms, reports and documents required to be filed by it with the SEC since February 3, 1996, and has heretofore delivered or made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the SEC websitefiscal years ended February 3, 1996, February 1, 1997, and January 31, 1998, respectively, (ii) its Quarterly Report on Form 10-Q for the period ended August 1, 1998, (iii) all proxy statements relating to Parent accurate the Company's meetings of stockholders (whether annual or special) held since February 3, 1996, and complete copies of (iv) all registration statementsother forms, proxy statements, Company Certifications (as defined below) reports and other statements, reports, schedules, forms, exhibits and registration statements (other documents than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SECSEC since February 3, including all amendments thereto since January 1, 2008 1996 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits reports and other documents required referred to have been filed by in clauses (i), (ii), (iii) and (iv) above being referred to herein, collectively, as the Company or its officers with the "SEC since January 1, 2008 have been so filed on a timely basisReports"). None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the The SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): Reports (i) each were prepared in accordance with the requirements of the Company SEC Documents Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder and, at the time they were filed (or at the effective date thereof with respect to registration statements under the Securities Act) complied in all material respects with the applicable requirements of the Securities Act Act, or the Exchange Act (Act, as the case may be); , and the rules and regulations promulgated thereunder applicable to such SEC Reports, and (ii) none of did not, at the Company SEC Documents contained time they were filed (or at the effective date thereof with respect to registration statements under the Securities Act), contain any untrue statement of a material fact or omitted 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. Each of the certifications and statements relating No Subsidiary is required to the Company SEC Documents required by: (A) Rule 13a-14 file any form, report or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with the SEC, including all amendments thereto SEC since January September 1, 2008 2001 (collectively, the “Company SEC Documents”)) as well as all comment letters received by the Company from the SEC since September 1, 2001 and all responses to such comment letters provided to the SEC by or on behalf of the Company. All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company, or by any of its directors or officers (as such statements, reports, schedules, forms and other documents relate to the Company or its officers to such director’s or officer’s ownership of securities of the Company), with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: by (A) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460), (B) Rule 13a-14 or Rule 15d-14 under the Exchange Act; , and (BC) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, and complies complied as to form and content with all applicable Legal RequirementsRequirements as of the date of such filing (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing). As used in this Section 2.42, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of In this Agreement, all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company HealthAxis with the SECSEC on or after December 31, including all amendments thereto since January 1, 2008 (collectively, 2006 are called the “Company HealthAxis SEC Documents”). All HealthAxis has delivered to BPOMS accurate and complete copies of all HealthAxis SEC Documents, other than any HealthAxis SEC Documents which can be obtained on the SEC’s website at xxx.xxx.xxx. Except as set forth on Section 6.7(a) of the HealthAxis Disclosure Letter or as would not have a HealthAxis Material Adverse Effect, all statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company or its officers HealthAxis with the SEC since January 1, 2008 within the twelve-month period preceding the date of this Agreement have been so filed on a timely basis. None of the Company’s HealthAxis Subsidiaries is required to file any documents with the SECSEC under the Exchange Act. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company HealthAxis SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company HealthAxis 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: by (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; Act and (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company HealthAxis SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, complete and complies comply as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” laws or rules of applicable governmental and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)regulatory authorities.

SEC Filings; Financial Statements. (a) The Meerkat has delivered to the Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company Meerkat with the SECSEC since September 30, including all amendments thereto since January 1, 2008 2015 (collectively, the “Company Meerkat SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All Except as set forth on Section 3.7(a) of the Meerkat Disclosure Schedule, all material statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company Meerkat or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) ), each of the Company Meerkat SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); ) and (ii) as of the time they were filed, none of the Company Meerkat 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: by (Ai) Rule 13a-14 or Rule 15d-14 under the Exchange Act; Act and (Bii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company Meerkat SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, complete and complies comply as to form and content with all applicable Legal RequirementsLaws. As used in this Section 2.43.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has delivered or Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with the SEC, including all amendments thereto thereto, since January 1, 2008 2011 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 2011 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content in all material respects with all applicable Legal Requirements. As used in the introduction to this Section 2.43 and in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)staff.

SEC Filings; Financial Statements. (ai) The Company Parent and each of its subsidiaries has Made Available (or made available on the SEC website) to Parent accurate and complete copies of filed all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedules, forms, exhibits statements and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been be filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None 1993, pursuant to Sections 12(b), 12(g), 13, 14 or 15(d) of the Company’s Subsidiaries is required to file any documents with Exchange Act (collectively, the SEC. As of the time filed with the "Parent SEC (orReports"), if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents which complied in all material respects respect with the applicable requirements of the Securities Act or the Exchange Act and the rules and regulations of the SEC thereunder, as in effect on the date so filed. Parent has delivered to the Company, in the form filed with the SEC (as including any amendments thereto) copies of (A) its Annual Report on Form 10-K for each of the case may be)three fiscal years ended December 31, 1993, 1994 and 1995, and the Quarterly Report on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1996; (B) all definitive proxy statements relating to Parent's meetings of stockholders (whether annual or special) held since January 1, 1993; and (iiC) none all other Parent SEC Reports or registration statements filed by Parent with the SEC since January 1, 1993. None of such forms, reports or documents (including any financial statements or schedules included or incorporated by reference therein) filed by Parent contained, when filed (in the Company case of documents filed pursuant to the Exchange Act) or when declared effective by the SEC Documents contained (in the case of registration statements filed under the Securities Act), any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ii) Each of the certifications audited and unaudited consolidated financial statements relating to of Parent (including, in each case, any related notes thereto) included in the Company Parent SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies Reports complied as to form when filed in all material respects with the rules and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to regulations of the SEC or any member of its staff with respect thereto, has been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the applicable requirements periods involved (except as may be indicated in the notes thereto) and fairly presents the consolidated financial position of Parent and its subsidiaries at the Securities Act or respective dates thereof and the Exchange Act consolidated results of its operations and changes in cash flows for the periods indicated (as subject in the case may beof unaudited statements, to normal year-end audit adjustments).. A-14

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 2018 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act (as the case may be); and (ii) none of the Company SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications With respect to each annual report on Form 10-K and statements relating to each quarterly report on Form 10-Q included in the Company SEC Documents Reports, the principal executive officer and principal financial officer of the Company have made all certifications required by: (A) Rule by Rules 13a-14 or Rule and 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx ActAct (each such required certification, a “Certification”); or (C) any other rule or regulation promulgated by , and the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is statements contained in each Certification are accurate and completecomplete as of its date. For purposes of this Agreement, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term (A) “fileprincipal executive officer” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).“

SEC Filings; Financial Statements. (a) The Company Homology has Made Available (filed or made available furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents filed by under the Company with Exchange Act or the SEC, including all amendments thereto Securities Act since January 1, 2008 2021 (collectively, the “Company Homology SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) ), each of the Company Homology SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); ) and (ii) as of the time they were filed, none of the Company Homology 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: by (Ai) Rule 13a-14 or Rule 15d-14 under the Exchange Act; Act and (Bii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company Homology SEC Documents (collectively, the “Company Homology Certifications”) is are accurate and complete, complete and complies comply as to form and content with all applicable Legal RequirementsLaws. As used in this Section 2.44.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of filed all forms, reports, registration statements, proxy statements, Company Certifications statements and documents (as defined belowincluding all exhibits) and other statements, reports, schedules, forms, exhibits and other documents required to be filed by the Company it with the SECSEC since December 31, including all amendments thereto since January 1, 2008 2004 (collectively, the “Company SEC DocumentsReports”). All statementsThe Company SEC Reports (i) filed prior to the date of this Agreement were, reportsas of their respective dates, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by a subsequent filing, as of the date of the last amendment or superseding filing prior to the date hereof, and (ii) filed on or after the date hereof, will be, as of this Agreementtheir respective dates, then on or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing): (i) , in each of the Company SEC Documents complied case, prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and the rules and regulations promulgated thereunder. The Company SEC Reports (x) filed prior to the date of this Agreement did not as of their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof, and (iiy) none filed on or after the date hereof will not as of their respective dates, or if amended or superseded by a subsequent filing, as of the Company SEC Documents contained date of the last such amendment or superseding filing, in each case, contain any untrue statement of a material fact or omitted 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. Each To the knowledge of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 Company, as of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the date hereof, there are no material unresolved SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)comments.

SEC Filings; Financial Statements. (a) The Company Parent has Made Available (timely filed or made available on the SEC website) to Parent accurate and complete copies of furnished all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been be filed by the Company or its officers Parent with the SEC since January 1, 2008 have been so filed on a timely basis2019 (the “Parent SEC Reports”). None of the CompanyParent’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company Parent SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act (as the case may be); and (ii) none of the Company Parent SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications With respect to each annual report on Form 10-K and statements relating to each quarterly report on Form 10-Q included in the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under Reports, the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 principal executive officer and principal financial officer of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated Company have made all Certifications, and the statements contained in each Certification are accurate and complete as of its date. As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC or applicable with respect to any of the Parent SEC Reports. As of the date of this Agreement, to the Company SEC Documents (collectivelyKnowledge of Parent, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements none of the Securities Act or Parent SEC Reports is the Exchange Act (as subject of any ongoing review by the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has delivered or Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with the SEC, including all amendments thereto thereto, since January 1, 2008 2010 (collectively, the “"Company SEC Documents”"). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 2010 have been so filed on a timely basis. None of the Company’s 's Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “"Company Certifications”") is accurate and complete, and complies as to form and content in all material respects with all applicable Legal Requirements. As used in the introduction to this Section 2 and in this Section 2.4, the term “"file” " and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)staff.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with the SEC, including all amendments thereto SEC since January 1, 2008 2007 (collectively, the “Company SEC Documents”)) as well as all comment letters received by the Company from the SEC since January 1, 2007 and all responses to such comment letters provided to the SEC by or on behalf of the Company. All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: (A) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (B) Rule 13a-14 or Rule 15d-14 under the Exchange Act; and (BC) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, and complies comply as to form and content with all applicable Legal Requirements. As used in this Section 2.42, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or timely filed and made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by the Company with the SEC (collectively, the "Company SEC Reports"). The Company SEC Reports, including all forms, exhibits reports and other documents filed by the Company with the SECSEC after the date hereof and prior to the Effective Time, including all amendments thereto since January 1(i) were and, 2008 (collectively, in the “case of Company SEC Documents”). All statementsReports filed after the date hereof, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers will be prepared in all material respects in accordance with the SEC since January 1, 2008 have been so filed on a timely basis. None applicable requirements of the Company’s Subsidiaries is required to file any documents with Securities Act and the SEC. As of Exchange Act, as the case may be, and the rules and regulations thereunder, and (ii) did not at the time they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each ), and in the case of such forms, reports and documents filed by the Company with the SEC after the date of this Agreement, will not as of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained time they are filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were and will be made, not misleading. Each None of the certifications and Company's Subsidiaries is required to file any forms, reports, schedules, statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance documents with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of filed all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits reports and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been be filed by the Company or its officers with the SEC since January 1, 2008 have been so 1995, and has heretofore made available to Merger Sub, in the form filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of , its (i) Annual Reports on Form 10-K for the time filed with the SEC fiscal years ended December 31, 1996 and 1997 (or, if amended or superseded by a filing including all amendments prior to the date hereof), (ii) all proxy statements relating to the Company's meetings of this Agreementits shareholders (whether annual or special) held since January 1, then on 1995 and (iii) all other forms, reports, registrations, schedules, statements and other documents required to be filed by the Company since January 1, 1995 with the SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents referred to herein have been amended since the time of their filing, collectively, the "SEC Reports"). As of their respective dates, or, if amended, as of the date of the last such filing): amendment, the SEC Reports, including without limitation, any financial statements or schedules included therein (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (and the Securities Act, as the case may be); , and the applicable rules and regulations of the SEC promulgated thereunder, and (ii) none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).

SEC Filings; Financial Statements. (a) The Company has Made Available made available (or made available on the SEC website) to Parent and the Merger Subs accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with the SEC, including all amendments thereto thereto, since January 1December 17, 2008 2021 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by Company or, to the Company or Knowledge of the Company, its officers and directors with the SEC since January 1December 17, 2008 2021 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content in all material respects with all applicable Legal RequirementsLaw. As used in the introduction to this Article 2 and in this Section 2.42.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)staff.

SEC Filings; Financial Statements. (a) The Company Frequency has Made Available (filed or made available furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents filed by under the Company with Exchange Act or the SEC, including all amendments thereto Securities Act since January 1, 2008 2020 (collectively, the “Company Frequency SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) ), each of the Company Frequency SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); ) and (ii) as of the time they were filed, none of the Company Frequency 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: by (Ai) Rule 13a-14 or Rule 15d-14 under the Exchange Act; Act and (Bii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company Frequency SEC Documents (collectively, the “Company Frequency Certifications”) is are accurate and complete, complete and complies comply as to form and content with all applicable Legal RequirementsLaws. As used in this Section 2.44.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Except as set forth in Section 4.07(a) of the Disclosure Schedule, the Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of timely filed all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, reports and documents (including exhibits and other documents information incorporated therein) required to be filed by the Company it with the SECSEC since June 30, including all amendments thereto since January 12002 (the forms, 2008 (reports and other documents referred to above being, collectively, the “Company SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers The SEC Reports (i) were prepared in accordance with the SEC since January 1, 2008 have been so filed on a timely basis. None requirements of the Company’s Subsidiaries is required Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder or the Exchange Act and in the rules and regulations promulgated thereunder, as the case may be, applicable to file any documents with the SEC. As of the time filed with such SEC Reports, (ii) the SEC Reports, as of their respective dates (orand, if amended or superseded by a filing prior to the date of this AgreementAgreement or the expiration of the Offer, then on the date of such filing): (i) each of the Company SEC Documents ), complied in all material respects with the applicable all requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and, in each case, the rules and regulations promulgated thereunder, applicable to such SEC Reports and (iiiii) none did not, at the time they were filed, or, if amended, as of the Company SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted 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. Each of No Subsidiary is required to file any form, report or other document with the certifications SEC. The SEC Reports included or, with respect to such reports filed after the date hereof, will include all certificates required to be included therein pursuant to Sections 302 and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act); or Act of 2002, as amended (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company CertificationsSOX Act”) is accurate and complete), and complies as to form the internal control report and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements attestation of the Securities Act or Company’s outside auditors required by Section 404 of the Exchange Act (as the case may be)SOX Act.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents filed by the Company with the SEC, including all amendments thereto since Since January 1, 2008 2022, Fresh Vine has filed or furnished, as applicable, on a timely basis all material forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act (collectively, the “Company Fresh Vine SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) ), each of the Company Fresh Vine SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); ) and (ii) as of the time they were filed, none of the Company Fresh Vine 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: by (Ai) Rule 13a-14 or Rule 15d-14 under the Exchange Act; Act and (Bii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company Fresh Vine SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, complete and complies comply as to form and content with all applicable Legal RequirementsLaws. As used in this Section 2.44.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company Athena has delivered or Made Available (or made available on the SEC website) to Parent Everest accurate and complete copies of all registration statements, proxy statements, Company Athena Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company Athena with the SEC, including all amendments thereto thereto, since January 1April 25, 2008 2018 (collectively, the “Company Athena SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company Athena or its officers with the SEC since January 1April 25, 2008 2018 have been so filed on a timely basis. None of the CompanyAthena’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company Athena SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company Athena 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company Athena SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company Athena SEC Documents (collectively, the “Company Athena Certifications”) is accurate and complete, and complies as to form and content in all material respects with all applicable Legal Requirements. As used in the introduction to this Article III and in this Section 2.43.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)staff.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of filed all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedules, forms, exhibits and other documents required to be filed by the Company with the SEC, including all amendments thereto SEC since January 1, 2008 2004 (including all exhibits, notes, and schedules thereto and documents incorporated by reference therein) (collectively, the “Company SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed ) on a timely basis. None basis or has received a valid extension of the Company’s Subsidiaries is required to file such time of filing and has filed any documents with the SEC. As of the time filed with the such Company SEC (or, if amended or superseded by a filing Reports prior to the date expiration of this Agreementany such extension. The Company SEC Reports at the time filed, then on the date of such filing): (i) each with respect to all of the Company SEC Documents Reports other than registration statements filed under the Securities Act of 1933, as amended (the “Securities Act”), or at the time of their respective effective dates, with respect to registration statements filed under the Securities Act, complied in all material respects aspects with the applicable requirements of the Securities Act or and the Exchange Act (Act, as the case may be); , the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”) and (ii) the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports, in each case to the extent in effect on the date of filing and none of the Company SEC Documents 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each None of the certifications and statements relating Company Subsidiaries is required to the Company SEC Documents required by: (A) Rule 13a-14 file any forms, reports, or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance documents with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company Athena has delivered or Made Available (or made available on the SEC website) to Parent Everest accurate and complete copies of all registration statements, proxy statements, Company Athena Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company Athena with the SEC, including all amendments thereto thereto, since January 1April 25, 2008 2018 (collectively, the “Company Athena SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company Athena or its officers with the SEC since January 1April 25, 2008 2018 have been so filed on a timely basis. None of the CompanyAthena’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company Athena SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company Athena 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company Athena SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company Athena SEC Documents (collectively, the “Company Athena Certifications”) is accurate and complete, and complies as to form and content in all material respects with all applicable Legal Requirements. As used in the introduction to this Article III and in this Section 2.43.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)staff.

SEC Filings; Financial Statements. (a) The Since February 4, 2021, the Company has Made Available (filed or made available furnished on the SEC website) to Parent accurate and complete copies of a timely basis all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits statements, and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with or to the SEC, including all amendments thereto since January 1, 2008 SEC (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required As of their respective dates (in the case of Company SEC Documents that are registration statements filed pursuant to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None requirements of the Company’s Subsidiaries is required to file any documents with the SEC. As Securities Act) and as of the time filed with the their respective SEC (filing dates or, if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of the filing of such filing): amendment, with respect to the portions that are amended (i) each in the case of all other Company SEC Documents), the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act Act, the Exchange Act, or the Exchange Act (Xxxxxxxx-Xxxxx Act, as the case may be); , and the rules and regulations of the SEC promulgated thereunder and applicable to such Company SEC Documents or the Company and, except to the extent that information in such Company SEC Document has been revised, amended, modified, or superseded (iiprior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating No Company Subsidiary is required to the Company SEC Documents required by: (A) Rule 13a-14 file or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); furnish any report, statement, schedule, form, registration statement, proxy statement, certification, or (C) other document with, or make any other rule filing with, or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectivelyfurnish any other material to, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) statements and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with, and all Company Certifications (as defined below) filed or furnished by the Company with or to, the SECSEC since January 1, 2007, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All Since January 1, 2007, all statements, reports, schedules, forms, exhibits forms and other documents required to have been filed or furnished by the Company with or its officers with to the SEC since January 1, 2008 have been so filed or furnished on a timely basis. None of the Company’s Subsidiaries is required to file or furnish any documents with or to the SEC. As of the time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of such filingamendment): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act (as the case may be)) and any rules and regulations promulgated thereunder applicable to the Company SEC Documents; and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under 15d-15 of the Exchange Act; Act or (B) 18 U.S.C. §1350 (Section 302 or 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete. Except as set forth in Part 2.4(a) of the Company Disclosure Schedule, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4neither the Company nor, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or Knowledge of the Company, any member of its staff in accordance with executive officers has received written notice from any Governmental Body challenging or questioning the applicable requirements accuracy, completeness, form or manner of the Securities Act or the Exchange Act (as the case may be)filing of any Company Certifications.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with the SECSEC since the Lookback Date, including and all amendments thereto since January 1, 2008 (collectively, the “Company SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company or any of its officers with the SEC since January 1, 2008 have been so filed on a timely basisbasis since the Lookback Date. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act (as the case may be); and (ii) none of the Company SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications With respect to each annual report on Form 10-K and statements relating to each quarterly report on Form 10-Q included in the Company SEC Documents Reports, the principal executive officer and principal financial officer of the Company have made all certifications required by: (A) Rule by Rules 13a-14 or Rule and 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (each such required certification, a “Certification”), and the statements contained in each Certification are accurate and complete as of its date. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated . As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC or applicable with respect to any of the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal RequirementsReports. As used in Section 2.4of the date of this Agreement, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements Knowledge of the Securities Act or Company, none of the Exchange Act (as Company SEC Reports is the case may be)subject of any ongoing review by the SEC.

SEC Filings; Financial Statements. (a) a. The Company has Made Available (timely filed or made available on the SEC website) to Parent accurate and complete copies of furnished, as applicable, all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits reports and other documents required to be filed or furnished by it with the Company Securities and Exchange Commission (the “SEC”) since February 1, 2011, and has heretofore delivered to Parent, in the form filed or furnished with the SEC, including (i) its Annual Reports on Form 10-K for the fiscal year ended December 31, 2011, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, 2012, June 30, 2012, and September 30, 2012, (iii) all amendments thereto proxy statements and additional materials relating to the Company’s meetings of stockholders (whether annual or special) held since January February 1, 2008 2011, and (iv) all other forms, reports and registration statements filed or furnished by the Company since July 1, 2010 with the SEC (the forms, reports, registration statements and other documents referred to in clauses “(i)”, “(ii)”, “(iii)” and “(iv)” above being, collectively, the “Company SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the The Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): Reports (i) each of the Company SEC Documents complied were or will be prepared in all material respects in accordance with either the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and the rules and regulations promulgated thereunder, and (ii) none did or will not, at the time they were or are to be filed or furnished, or, if amended, as of the Company SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted 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. Each of the certifications and statements relating No Subsidiary is required to the Company SEC Documents required by: (A) Rule 13a-14 file any form, report or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Except as described on Section 4.07(a)(1) of the Company Disclosure Schedule, the Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of timely filed all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedulesstatements and documents required to be filed by it with the SEC and the NNM (collectively, together with any amendments thereto and any such forms, exhibits reports, statements and other documents filed by the Company with may file or be required under applicable Law to file subsequent to the SECdate hereof until the Closing, including all amendments thereto since January 1, 2008 (collectivelythe Proxy Statement, the “Company SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Each Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC Report (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): as finally amended) (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act or Securities Act, as appropriate, and the Exchange Act (rules and regulations of the NNM, as the case may be); be and (ii) none of did not at the Company SEC Documents contained time it was filed contain any untrue statement of a material fact or omitted 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. Each of the certifications and statements relating to the No Company SEC Documents Subsidiary is required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B, by contract or otherwise to file any form, report, schedule, statement or other document with the SEC, the NNM or any other stock exchange. Except as set forth in Section 4.07(a)(2) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by Company Disclosure Schedule, prior to the date hereof neither the SEC nor its staff has challenged, or applicable to alleged or asserted any deficiency in, the accuracy or appropriateness of any of the financial reporting or other disclosure of the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements predecessor of the Securities Act Company, except for those challenges, allegations or the Exchange Act (as the case may be)assertions that have been resolved.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of filed all registration forms, statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits reports and other documents (including items incorporated by reference) required to be filed by the Company with the SEC, including all amendments thereto SEC since January November 1, 2008 2010 and all such forms, statements, schedules, reports and documents in the form filed with the SEC are available on the SEC’s XXXXX website. All such required forms, statements, schedules, reports and documents (collectively, including those that Company may file subsequent to the Agreement Date) are referred to herein as the “Company SEC Documents”). All statementsReports.” As of their respective dates, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers SEC Reports were prepared in all material respects in accordance with the SEC since January 1, 2008 have been so filed on a timely basis. None requirements of the Company’s Subsidiaries is required to file any documents with Securities Act or the SEC. As Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the time filed with SEC thereunder applicable to such Company SEC Reports, and none of the Company SEC Reports as of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of the filing of such filing): (iamendment, with respect to the disclosures that are amended) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).

SEC Filings; Financial Statements. (a) The Company has Made Available delivered (or made available on via the SEC websiteXXXXX database) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) statements and other statements, reports, schedules, forms, exhibits forms and other documents documents, and all Company Certifications (as defined below in this Section), filed or furnished by the Company with or to the SECSEC since January 1, 2005, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed or furnished by the Company or its officers with or to the SEC since January 1, 2008 have been so filed or furnished on a timely basis. None of the Company’s Company Subsidiaries is required to file or furnish any documents with or to the SEC. As of the time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (B) Rule 13a-14 or Rule 15d-14 under the Exchange Act; or (BC) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies complied as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).

SEC Filings; Financial Statements. (a) The Since January 1, 2021 (the “Applicable Date”), the Company has Made Available (filed or made available furnished on the SEC website) to Parent accurate and complete copies of a timely basis all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SECSEC (as supplemented, including all amendments thereto modified or amended since January 1, 2008 (collectivelythe time of filing, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (their respective dates, or, if amended or superseded by a filing prior to the date of this Agreement, then as of the date of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of such filing): (i) each effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Exchange Sxxxxxxx-Xxxxx Act of 2002, as amended (the “Sxxxxxxx-Xxxxx Act”), as the case may be); , and the rules and regulations of the SEC promulgated thereunder applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (iiprior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).

SEC Filings; Financial Statements. (a) The Company Parent has Made Available (delivered or made available on to the SEC website) to Parent Company accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company Parent with the SECSEC since December 31, including all amendments thereto since January 1, 2008 2021 (collectively, the “Company Parent SEC Documents”), other than such documents that can be obtained on the SEC’s website at wxx.xxx.xxx. All Since December 31, 2021, all material statements, reports, schedules, forms, exhibits forms and other documents documents, including any exhibits thereto, required to have been filed by the Company Parent or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) ), each of the Company Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, or the Sxxxxxxx-Xxxxx Act (as the case may be); , and (ii) the rules and regulations thereunder, and, as of the time they were filed, or if amended or superseded by a filing prior to the date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, none of the Company Parent 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: by (Ai) Rule 13a-14 or Rule 15d-14 under the Exchange Act; Act and (Bii) 18 U.S.C. §1350 (Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company Parent SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, complete and complies comply as to form and content with all applicable Legal RequirementsLaws, and no current or former executive officer of Parent has failed to make the Certifications required of him or her. Parent has made available to the Company true and complete copies of all correspondence, other than transmittal correspondence or general communications by the SEC not specifically addressed to Parent, between the SEC, on the one hand, and Parent, on the other, since December 31, 2021, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Parent except for such comment letters and responses to such comment letters that are publicly accessible through EXXXX. As of the date of this Agreement, there are no outstanding unresolved comments in comment letters received from the SEC or Nasdaq with respect to Parent SEC Documents. To the Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, including with regards to any accounting practices of Parent. As used in this Section 2.43.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of timely --------------------------------- filed all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits reports and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been be filed by the Company or its officers it with the SEC since January 1June 29, 2008 have been so filed on a timely basis1999. None Without limiting the generality of the Company’s Subsidiaries is required to file any documents with foregoing, the SEC. As of the time filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): Company has filed: (i) each its Annual Report on Form 10-K for the fiscal years ended September 30, 1999 and 2000, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended December 31, 2000 and Xxxxx 00, 0000, (xxx) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since June 29, 1999 and (iv) all current reports filed on Form 8-K (the Company forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above (including any exhibits, annexes and any amendments thereto) being, collectively, the "SEC Documents complied Reports"). The SEC Reports (i) were ----------- prepared in all material respects in accordance with the applicable requirements of either the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act (-------------- Act, as the case may be); , and the rules and regulations promulgated thereunder, and (ii) none (A) in the case of SEC Reports filed pursuant to the Securities Act, did not, at the time they were filed, or, if amended, as of the Company SEC Documents contained date of and giving effect to such amendment, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading and (B) in the case of SEC Reports filed pursuant to the Exchange Act, did not, as of the respective dates filed with the SEC or first mailed to stockholders, as applicable, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each No Subsidiary of the certifications and statements relating Company is required to the Company SEC Documents required by: (A) Rule 13a-14 file any form, report or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company Parent has Made Available (delivered or made available on to the SEC website) to Parent Company accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) statements and other statements, reports, schedules, forms, exhibits forms and other documents that were and are required to be filed by Parent with, and all Parent Certifications (as defined below) that were and are required to be filed or furnished by Parent with or to, the Company with the SECSEC since April 4, 2007, including all amendments thereto since January 1, 2008 (collectively, the “Company Parent SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed or furnished by the Company Parent with or its officers with to the SEC since January 1April 4, 2008 2007 have been so filed or furnished on a timely basis. None of the CompanyParent’s Subsidiaries is required to file or furnish any documents with or to the SEC. As of the time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to as of the date of this Agreement, then on the date of such filing): : (i) each of the Company Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company Parent 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 the light of the circumstances under which they were made, not misleading, except to the extent corrected by the filing or furnishing of the applicable amending or superseding Parent SEC Document. Each of the certifications and statements relating to the Company Parent SEC Documents required by: (A1) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (2) Rule 13a-14 or Rule 15d-14 under the Exchange Act; or (B3) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Parent Certifications”) is accurate and complete, and complies complied as to form and content with all applicable Legal Requirements. As used Requirements in Section 2.4, effect at the term “file” and variations thereof shall be broadly construed to include any manner in which a document time such Parent Certification was filed with or information is filed, furnished, submitted, supplied or otherwise made available furnished to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the “SEC”). The Company heretofore has filed with the SEC, (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, (ii) its Quarterly Report on Form 10-Q for the quarterly period ended Xxxxx 00, 0000, (xxx) all proxy statements relating to the Company’s meetings of stockholders (whether annual or made available on the SEC websitespecial) to Parent accurate held since January 1, 2005 and complete copies of (iv) all registration statementsother forms, proxy statements, Company Certifications (as defined below) reports and other statements, reports, schedules, forms, exhibits and registration statements (other documents than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of 2005 (the Company’s Subsidiaries is required forms, reports and other documents referred to file any documents with in clauses (i), (ii), (iii) and (iv) above being, collectively, the SEC“Company SEC Reports”). As of the time filed with the SEC (ortheir respective filings dates, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied Reports (x) were prepared in all material respects accordance with either the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be); , and the rules and regulations promulgated thereunder, and (iiy) none did not, at the time they were filed, or, if amended, as of the Company SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted 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. Each No Subsidiary of the certifications and statements relating Company is required to the Company SEC Documents required by: (A) Rule 13a-14 file any form, report or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company Parent has Made Available (or made available on filed with the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents required to be filed by the Company Parent with the SEC, including all amendments thereto SEC since January 1, 2008 2005, and all amendments thereto (collectively, the “Company Parent SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company Parent or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None Parent has Made Available to the Company accurate and complete copies of the Company’s Subsidiaries each Parent SEC Document (including each exhibit thereto) that is required to file any documents with not publicly available through the SEC’s EXXXX database. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)) and the applicable rules and regulations of the SEC thereunder; and (ii) none of the Company Parent 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company Parent SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, and complies comply as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on filed all forms, reports and documents required to be filed by it with the SEC websitesince June 30, 1998, including (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to Parent accurate and complete copies meetings of stockholders (whether annual or special), (iv) all Reports on Form 8-K, (v) all other reports or registration statements, proxy statements, Company Certifications and (as defined belowvi) and other statements, reports, schedules, formsall amendments, exhibits and other supplements to all such reports and registration statements (collectively, the "Company SEC Reports"). The Company SEC Reports, including all forms, reports and documents to be filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, SEC after the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits date hereof and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by a filing prior to the date of this AgreementEffective Time, then on the date of such filing): (i) each were and, in the case of the Company SEC Documents complied Reports filed after the date hereof, will be prepared in all material respects in accordance with the applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (as the case may be"Exchange Act"); , and the published rules and regulations of the SEC thereunder, and (ii) none did not as of the time they were filed, and in the case of such forms, reports and documents filed by the Company with the SEC Documents contained after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were and will be made, not misleading. Each No Company Subsidiary is subject to the periodic reporting requirements of the certifications Exchange Act. As of the date hereof, there is no unresolved violation of the Exchange Act or the published rules and statements relating regulations of the SEC asserted by the SEC with respect to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)Reports.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all All registration statements, proxy statements, Company Certifications (as defined below) statements and other statements, reports, schedules, forms, exhibits and other documents filed by the Company Guarantor with the SECSEC and available on the SEC website, including all amendments thereto thereto, since January 1July 2, 2008 2010 are accurate and complete copies thereof (collectively, the “Company Guarantor SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers Guarantor with the SEC since January 1July 2, 2008 2010 have been so filed on a timely basis. None of the CompanyGuarantor’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by a filing prior to the date of this AgreementAgreement Date, then on the date of such filing): (i) each of the Company Guarantor SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company Guarantor 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company Guarantor SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company Guarantor SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal RequirementsLaws. As used in this Section 2.44.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).

SEC Filings; Financial Statements. (a) The Company Loudeye has Made Available filed with the Securities and Exchange Commission (or the "SEC") and made available on to Activate or its representatives all forms, reports and documents, including, without limitation, reports required by Section 13 or Section 14 of the Exchange Act, filed by Loudeye with the SEC website) to Parent accurate and complete copies of all registration statementson or after December 22, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 1999 (collectively, the “Company "LOUDEYE SEC Documents”REPORTS"). All statementsThe Loudeye SEC Reports (i) at the time filed, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers complied in all material respects with the SEC since January 1, 2008 have been so filed on a timely basis. None applicable requirements of the Company’s Subsidiaries is required to file any documents with Securities Act of 1933, as amended (the SEC. As of "SECURITIES ACT"), and the Exchange Act, and the rules and regulations thereunder, as the case may be, and (ii) did not at the time they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Loudeye SEC Reports or necessary in order to make the statements thereinin such Loudeye SEC Reports, in the light of the circumstances under which they were made, not misleading. Each The Loudeye SEC Reports constitute all of the certifications and statements relating documents required to the Company SEC Documents required by: be filed by Loudeye under Section 13 or subsections (Aa) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (Cc) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in of Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member 14 of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as with the case may be)SEC from December 22, 1999 through the date of this Agreement.

SEC Filings; Financial Statements. (a) The Company has Made Available filed all forms or otherwise furnished (as applicable), reports and documents required to be filed with or made available on furnished to the SEC websiteby the Company since November 20, 2009 (the “Applicable Date”) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, the forms, exhibits reports and other documents filed by or furnished since the Company with Applicable Date and those filed or furnished subsequent to the SECdate hereof as have been supplemented, including all amendments thereto modified or amended since January 1the time of filing or furnishing, 2008 (collectively, the “Company SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time date of filing, in the case of Company SEC Reports filed with pursuant to the Exchange Act (and to the extent such Company SEC (orReports were amended, if amended or superseded by a filing prior to then as of the date of this Agreementfiling of such amendment), then on and as of the date of effectiveness in the case of Company SEC Reports filed pursuant to the Securities Act of 1933, as amended (the "Securities Act") (and to the extent such filing): Company SEC Reports were amended, then as of the date of effectiveness of such amendment), the Company SEC Reports (i) each of the Company SEC Documents complied as to form in all material respects with either the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and the rules and regulations promulgated thereunder, each as in effect on the date so filed or effective, and (ii) none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted 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. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies misleading as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act filing date or the Exchange Act effective date (as the case may beapplicable).

SEC Filings; Financial Statements. (a) The Company has Made Available (heretofore delivered or made available to Acquisition a complete and correct copy of each registration statement, offering circular relating to the offering of securities, report, proxy statement or information statement prepared by it since January 28, 1995, including, without limitation, (A) its Annual Report on Form 10-K (the "Fiscal 1996 Form 10-K") for the year ended February 1, 1997, and (B) its Quarterly Report on Form 10-Q for the period ended May 3, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC website) to Parent accurate and complete copies of all or other available exemption from registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents filed by under the Company with the SEC, including all amendments thereto since January 1, 2008 Securities Act (collectively, the “Company SEC Documents”"Reports"). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (their respective dates or, if amended or superseded by a filing amended, as of the date of the last such amendment prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained Company's Reports did not contain any untrue statement of a material fact or omitted 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. Each of the certifications Company's consolidated balance sheets included in or incorporated by reference into its Reports (including the related notes and statements relating to schedules) fairly presents the consolidated financial position of the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 as of its date and each of the Xxxxxxxx-Xxxxx Act); consolidated statements of income, cash flows and stockholders' equity included in or incorporated by reference into its Reports (Cincluding any related notes and schedules) any other rule or regulation promulgated by fairly presents the SEC or applicable to the Company SEC Documents (collectivelyconsolidated results of operations, the “Company Certifications”) is accurate retained earnings and completecash flows, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments)., in each case in accordance with GAAP consistently applied through the periods indicated. 5.8

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of timely filed all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedules, formsproxy statements, exhibits registration statements and other documents filed by the Company with the SEC, (including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents thereto) required to have been be filed by the Company or its officers with the SEC since January 1, 2008 2003, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (as they have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of amended since the time filed with of their filing, and including the exhibits thereto, collectively the “SEC Reports”). The SEC Reports (or, if amended including any financial statements or superseded schedules included or incorporated by a filing prior to the date of this Agreement, then on the date of such filing): reference therein) (i) each at the time they became effective, in the case of registration statements, or when filed, in the Company case of any other SEC Documents Report, complied in all material respects with the applicable requirements of the Securities Act or and the Exchange Act (Act, as the case may be); , the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC under all of the foregoing, and (ii) none of do not, and did not at the Company SEC Documents contained time they were filed (except in either case to the extent revised or superseded by a subsequent filing with the SEC), contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each None of the certifications and statements relating Subsidiaries is required to file any reports, forms or other documents with the SEC. Company has furnished to Parent all comment letters from the SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 with respect to any of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by SEC Reports. As of the date hereof, there are no outstanding comments in comment letters received from the SEC or applicable staff with respect to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to of the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)Reports.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed or furnished by the Company with the SEC, including all amendments thereto SEC since January 1, 2008 2005 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed or furnished by the Company or its officers with the SEC since January 1, 2008 have been so filed or furnished on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this AgreementAgreement Date, then on the date of such filing): (i) each of the Company SEC Documents (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be), including the Xxxxxxxx-Xxxxx Act, to the extent then in effect and applicable; and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements required by Rule 13a-14 of the Exchange Act, and Section 906 of the Xxxxxxxx-Xxxxx Act relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to principal executive officer of the Company SEC Documents (collectively, and principal financial officer of the “Company Certifications”) is are accurate and complete, and complies complied as to form and content with all applicable Legal Requirements. As used in Section 2.4Requirements as of the date of such filing (or, the term “file” and variations thereof shall be broadly construed to include any manner in which if amended or superseded by a document or information is filed, furnished, submitted, supplied or otherwise made available filing prior to the SEC or any member Agreement Date, then on the date of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may besuch filing).

SEC Filings; Financial Statements. (a) The Company has Made Available and SunCom Wireless, Inc. (or made available on the SEC website“Operating Sub”) to Parent accurate and complete copies of have timely filed all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedulesstatements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since December 31, 2004 (all such forms, exhibits reports, statements, certificates and other documents filed by with or furnished to the Company SEC since December 31, 2004, with the SECany amendments thereto, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents which, as finally amended, has complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the “Securities Act”) and the Exchange Act (as and, in each case, the case may be); rules and (ii) none regulations of the SEC promulgated thereunder. None of the Company SEC Documents contained Reports contained, when filed with the SEC or, if amended, as of the date of such amendment, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Other than Operating Sub, none of the certifications and statements relating Company’s Subsidiaries is required to file periodic reports with the Company SEC Documents required by: (Apursuant to Sections 13 or 15(d) Rule 13a-14 or Rule 15d-14 under of the Exchange Act; (B) 18 U.S.C. §1350 (. As of the date hereof, no principal executive officer or principal financial officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act); or (C”) with respect to any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)Report.

SEC Filings; Financial Statements. (a) The Company Except as set forth on Schedule 2.04(a) of the CIC Schedules, CIC has Made Available (or made available on the SEC website) to Parent accurate and complete copies of filed all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedules, forms, exhibits statements and other documents required to be filed by or furnished to the Company with the SEC, including all amendments thereto SEC since January 1December 31, 2008 under the requirements of the Securities Act of 1933, as amended (collectively, the “Company SEC DocumentsSecurities Act”). All statements, or the Exchange Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, forms, exhibits statements and other documents required to have been be filed subsequent to the date of this Agreement up to the Closing Date. Except as set forth on Schedule 2.04(a) of the CIC Schedules, the reports, registration statements and definitive proxy statements filed by the Company or its officers CIC with the SEC since January 1December 18, 2008 have been so filed on a timely basis. None 2007 (the “CIC SEC Reports”): (i) were prepared in all material respects in accordance with the requirements of the Company’s Subsidiaries is required to file any documents with Securities Act and the SEC. As of Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time they were filed with the SEC (or, if amended except to the extent that information contained in any CIC SEC Report has been revised or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (ilater filed CIC SEC Report) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained contain any untrue statement of a material fact or omitted 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. Each of the All certifications and statements relating to the Company SEC Documents of CIC required by: by (Ai) Rule Rules 13a-14 or Rule 15d-14 under the Exchange Act; , or (Bii) 18 U.S.C. §1350 (Section 906 906) of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act); or (C”) with respect to any other rule or regulation promulgated by the CIC SEC or applicable to the Company SEC Documents Report (collectively, the “Company Certifications”) are each true and correct. Except as disclosed in CIC’s Form 10-Ks for the years ended June 30, 2009 and 2010, CIC maintains disclosure controls and procedures required by Rules 13a-15(e) or 15d-15(e) under the Exchange Act; such controls and procedures are not effective to ensure that all material information concerning CIC is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which made known on a document or information is filed, furnished, submitted, supplied or otherwise made available timely basis to the SEC or any member individuals responsible for the preparation of its staff in accordance CIC’s filings with the applicable requirements SEC and other public disclosure documents. Except as disclosed in the CIC SEC Reports and Schedule 2.04(a) of the Securities Act or CIC Schedules, each director and executive officer of CIC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act (as and the case may be)rules and regulations thereunder since December 31, 2008.

SEC Filings; Financial Statements. (a) The Company Since the De-SPAC Date, Buyer has Made Available (filed with, or made available on otherwise transmitted to, the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedules, formsstatements, exhibits certifications and other documents filed by the Company with the SEC, (including all exhibits, amendments thereto since January 1, 2008 and supplements thereto) required by it to be filed with or otherwise transmitted to (collectivelyas applicable) the SEC (such documents, the “Company SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the such SEC since January 1, 2008 have been so filed Reports are available on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC’s website through XXXXX. As of the time filed with the SEC (ortheir respective dates, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents Reports complied in all material respects with the applicable requirements of all applicable Laws, including the Securities Act or and the Exchange Act Act, as in effect on the date so filed. Except to the extent amended or superseded by a subsequent filing with the SEC, as of their respective dates (as and if so amended or superseded, then on the case may bedate of such subsequent filing); and (ii) , none of the Company SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each There are no outstanding or unresolved comments in any comment letters of the certifications and statements staff of the SEC received by Xxxxx relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal RequirementsReports. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise Buyer has heretofore made available to the SEC Company, through XXXXX or any member otherwise, true, correct and complete copies of its staff in accordance with all material written correspondence between Xxxxx and the applicable requirements SEC. None of the Securities Act or SEC Reports is, to the Exchange Act (as Knowledge of Buyer, the case may be)subject of ongoing SEC review.

SEC Filings; Financial Statements. (a) The Company Seller has Made Available (or made available on filed all forms, reports and documents required to be filed by it with the SEC websitesince December 31, 2004, including (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy statements relating to Parent accurate and complete copies meetings of shareholders (whether annual or special), (iv) all Reports on Form 8-K, (v) all other reports or registration statements, proxy statements, Company Certifications and (as defined belowvi) and other statements, reports, schedules, formsall amendments, exhibits and other documents filed by the Company with the SEC, including supplements to all amendments thereto since January 1, 2008 such reports and registration statements (collectively, the “Company Seller SEC DocumentsReports”). All statementsThe Seller SEC Reports, reports, schedules, including all forms, exhibits reports and other documents required to have been be filed by the Company or its officers Seller with the SEC since January 1, 2008 have been so filed on a timely basis. None of after the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by a filing date hereof and prior to the date of this AgreementEffective Time, then on the date of such filing): (i) each were and, in the case of Seller SEC Reports filed after the Company SEC Documents complied date hereof, will be prepared in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act (as Act, and the case may be); published rules and regulations of the SEC thereunder, and (ii) none did not as of the Company time they were filed, and in the case of such forms, reports and documents filed by Seller with the SEC Documents contained after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were and will be made, not misleading. Each of the certifications and statements relating No Seller Subsidiary is subject to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under periodic reporting requirements of the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 . There is no unresolved violation of the Xxxxxxxx-Xxxxx Act); Exchange Act or (C) any other rule or regulation promulgated the published rules and regulations of the SEC asserted by the SEC or applicable any other Governmental Entity with respect to the Company Seller SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)Reports.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of filed all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits required forms and other documents (including exhibits and all other information incorporated by reference) required to be filed by the Company it with the Securities and Exchange Commission (the “SEC, including all amendments thereto ”) since January 1, 2008 2004 (collectively, the “Company SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the The SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of Reports (i) at the time filed with the SEC (or, or if amended or superseded by a filing prior to later filing, as of the date of this Agreementthe last such amendment or filing, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act Act, or the Exchange Act, as applicable, including the Xxxxxxxx-Xxxxx Act (of 2002, and the related rules and regulations promulgated thereunder or pursuant thereto, as the case may be); , and (ii) none did not at the time they were declared effective or filed, as the case may be, or if amended or superseded by a later filing, as of the Company SEC Documents contained date of the last such amendment or such filing, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The Company has made available to Parent true, correct and complete copies of all correspondence between the SEC and the Company since January 1, 2004. To the Knowledge of the certifications Company, as of the date hereof, none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. None of the Company’s Subsidiaries is required to file any forms, reports, or other documents with the SEC. The Company maintains disclosure controls and statements relating to the Company SEC Documents procedures required by: (A) by Rule 13a-14 13a-15 or Rule 15d-14 15d-15 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by Company’s filings with the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)other public disclosure documents.

SEC Filings; Financial Statements. (a) The Company has Made Available (or timely filed and made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedules, forms, exhibits statements and other documents documents, including any exhibits thereto, required to be filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so 2003 (collectively, the "COMPANY SEC REPORTS"). The Company SEC Reports, including all forms, reports and documents to be filed on a timely basis. None of by the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed Company with the SEC after the date hereof and prior to the Effective Time, (ori) were and, in the case of Company SEC Reports filed after the date hereof, will be prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT") and the Exchange Act, as the case may be, and the rules and regulations thereunder, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each ), and in the case of such forms, reports and documents filed by the Company with the SEC after the date of this Agreement, will not as of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained time they are filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were and will be made, not misleading. Each None of the certifications and Company's Subsidiaries is required to file any forms, reports, schedules, statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance documents with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available delivered (or made available on via the SEC websiteEXXXX database) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) statements and other statements, reports, schedules, forms, exhibits forms and other documents documents, and all Company Certifications (as defined below in this Section), filed or furnished by the Company with or to the SECSEC since July 2, 2005, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All Except as set forth in Part 2.4(a) of the Company Disclosure Schedule, all statements, reports, schedules, forms, exhibits forms and other documents required to have been filed or furnished by the Company or its officers with or to the SEC since January 1, 2008 have been so filed or furnished on a timely basis. None of the Company’s Company Subsidiaries is required to file or furnish any documents with or to the SEC. As of the time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (B) Rule 13a-14 or Rule 15d-14 under the Exchange Act; or (BC) 18 U.S.C. §1350 (Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies complied as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) delivered to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with the SECSEC since December 31, including all amendments thereto since January 1, 2008 2001 (collectively, the “Company SEC Documents”)) as well as all comment letters received by the Company from the SEC since December 31, 2001 and all responses to such comment letters provided to the SEC by or on behalf of the Company. All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the certifications form, report and document containing financial statements relating that has been filed with or submitted to the SEC by the Company SEC Documents since December 31, 2004 was accompanied by the certification required by: to be filed or submitted by the Company’s chief executive officer and/or chief financial officer, as required by (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; , and (B) 18 U.S.C. §1350 (Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is and at the time of filing or submission of each of the Certifications, each such Certification was true and accurate and completecomplied with the requirements of (A) Rule 13a-14 under the Exchange Act, and complies as to form and content with all applicable Legal Requirements(B) 18 U.S.C. §1350 (Section 906 of the Sxxxxxxx-Xxxxx Act). As used in this Section 2.42, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company Tranzyme has Made Available (delivered or made available on to the SEC website) to Parent Company accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company Tranzyme with the SEC, including all amendments thereto SEC since January 1, 2008 2011 (collectively, the “Company Tranzyme SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All Except as set forth on Part 3.4 of the Tranzyme Disclosure Schedule, all material statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company Tranzyme or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) ), each of the Company Tranzyme SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) and, to Tranzyme’s Knowledge, as of the time they were filed, none of the Company Tranzyme 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: by (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; Act and (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company Tranzyme SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, complete and complies comply as to form and content with all applicable Legal Requirements. As used in this Section 2.43, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed or furnished by the Company with the SEC, including all amendments thereto SEC since January 1, 2008 2005 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed or furnished by the Company or its officers with the SEC since January 1, 2008 have been so filed or furnished on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this AgreementAgreement Date, then on the date of such filing): (i) each of the Company SEC Documents (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be), including the Sxxxxxxx-Xxxxx Act, to the extent then in effect and applicable; and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements required by Rule 13a-14 of the Exchange Act, and Section 906 of the Sxxxxxxx-Xxxxx Act relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to principal executive officer of the Company SEC Documents (collectively, and principal financial officer of the “Company Certifications”) is are accurate and complete, and complies complied as to form and content with all applicable Legal Requirements. As used in Section 2.4Requirements as of the date of such filing (or, the term “file” and variations thereof shall be broadly construed to include any manner in which if amended or superseded by a document or information is filed, furnished, submitted, supplied or otherwise made available filing prior to the SEC or any member Agreement Date, then on the date of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may besuch filing).

SEC Filings; Financial Statements. (a) The Company has Made Available (timely filed or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications otherwise furnished (as defined belowapplicable) and other statementsall forms, reports, schedulesstatements, forms, exhibits schedules and other documents required to be filed with or furnished to the SEC by the Company with the SEC, including all amendments thereto since January 1, 2008 2014 (collectively, the “Company SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time date of filing, in the case of Company SEC Reports filed with pursuant to the Exchange Act (and to the extent such Company SEC (orReports were amended, if amended or superseded by a filing prior to then as of the date of this Agreementfiling of such amendment), then on and as of the date of effectiveness in the case of Company SEC Reports filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (and to the extent such filing): Company SEC Reports were amended, then as of the date of effectiveness of such amendment), the Company SEC Reports (i) each of the Company SEC Documents complied as to form in all material respects with either the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and the rules and regulations promulgated thereunder, each as in effect on the date so filed or effective, and (ii) none of the Company SEC Documents contained did not contain any untrue statement of a material fact or omitted 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 misleadingmisleading as of its filing date or effective date (as applicable). Each As of the certifications and statements relating date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)Reports.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with the SECSEC since July 30, including all amendments thereto since January 1, 2008 2001 (collectively, the “"Company SEC Documents”)") as well as all comment letters received by the Company from the SEC since July 30, 2001 and all responses to such comment letters provided to the SEC by or on behalf of the Company. All Except as set forth in Part 2.4(a) of the Disclosure Schedule, all statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company, or by any of its directors or officers (as such statements, reports, schedules, forms and other documents relate to the Company or its officers to such director's or officer's ownership of securities of the Company), with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s 's Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: (A) by Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) , and 18 U.S.C. §1350 ss.1350 (Section 906 of the XxxxxxxxSarbanes-Xxxxx Oxley Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company SEC xxx Xxxxxxx XEC Documents (collectively, the “Company "Certifications”") is are accurate and complete, and complies complied as to form and content with all applicable Legal RequirementsRequirements as of the date of such filing (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing). As used in this Section 2.42, the term “"file” " and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) delivered to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with the SECSEC since December 31, including all amendments thereto since January 1, 2008 2001 (collectively, the “Company SEC Documents”)) as well as all comment letters received by the Company from the SEC since December 31, 2001 and all responses to such comment letters provided to the SEC by or on behalf of the Company. All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the certifications form, report and document containing financial statements relating that has been filed with or submitted to the SEC by the Company SEC Documents since December 31, 2004 was accompanied by the certification required by: to be filed or submitted by the Company’s chief executive officer and/or chief financial officer, as required by (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; , and (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) (collectively, the “Certifications”) and at the time of filing or submission of each of the Certifications, each such Certification was true and accurate and complied with the requirements of (A) Rule 13a-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in this Section 2.42, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or filed all forms, reports and documents required to be filed by it with the SEC since October 31, 2009, and has heretofore made available on (including through the SEC websiteSEC’s XXXXX filing system) to Parent accurate Parent, (i) the Form 10-Ks for the fiscal years ended October 31, 2010, 2011 and complete copies 2012, (ii) its Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2013, (iii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since January 1, 2010, and (iv) all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedulesdocuments, forms, exhibits reports and other documents registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company (including those filed on a voluntary basis) with the SEC, including all amendments thereto SEC since January November 1, 2008 2012 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above, in each case as may have been amended, being, collectively, the “Company SEC DocumentsReports”). All statementsThe Company SEC Reports, reports, schedules, forms, exhibits and other documents required to have been including all Company SEC Reports filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by a filing prior to after the date of this Agreementhereof, then on the date of such filing): (i) each of were prepared in accordance with either the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act (and/or the Xxxxxxxx-Xxxxx Act, as the case may be); , and (ii) none did not, at the time they were filed, or, if amended, as of the Company SEC Documents contained date of such amendment, contain or, if not yet filed, will contain any untrue statement of a material fact or omitted omit or, if not yet filed, will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each No Subsidiary of the certifications and statements relating Company is required to file any form, report or other document with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)Reports.

SEC Filings; Financial Statements. (aA) The Company has Made Available delivered (or made available on via the SEC websiteXXXXX database) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) statements and other statements, reports, schedules, forms, exhibits forms and other documents documents, and all Company Certifications (as defined below in this Section), filed or furnished by the Company with or to the SECSEC since July 2, 2005, including all amendments thereto since January 1, 2008 (collectively, the “"Company SEC Documents”"). All Except as set forth in Part 2.4(a) of the Company Disclosure Schedule, all statements, reports, schedules, forms, exhibits forms and other documents required to have been filed or furnished by the Company or its officers with or to the SEC since January 1, 2008 have been so filed or furnished on a timely basis. None of the Company’s Company Subsidiaries is required to file or furnish any documents with or to the SEC. As of the time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) the SEC's Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (B) Rule 13a-14 or Rule 15d-14 under the Exchange Act; or (BC) 18 U.S.C. §Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “"Company Certifications”") is accurate and complete, and complies complied as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be).

SEC Filings; Financial Statements. (a) The Company Ainge has delivered or Made Available (or made available on the SEC website) to Parent Fox accurate and complete copies of all registration statements, proxy statements, Company Ainge Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other Table of Contents documents filed by the Company Ainge with the SEC, including all amendments thereto thereto, since January 1, 2008 2016 (collectively, the “Company Ainge SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company Ainge or its officers with the SEC since January 1, 2008 2016 have been so filed on a timely basis. None of the CompanyAinge’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company Ainge SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); ) and (ii) none of the Company Ainge 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 the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company Ainge SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company Ainge SEC Documents (collectively, the “Company Ainge Certifications”) is accurate and complete, and complies as to form and content in all material respects with all applicable Legal Requirements. As used in the introduction to this Section 2.43 and in this Section 3.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)staff.

SEC Filings; Financial Statements. (a) The Company Purchaser has Made Available (or made available on the SEC website) to Parent accurate and complete copies of filed all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedules, forms, exhibits statements and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been be filed by the Company or its officers with the SEC since January 1June 30, 2008 have been so filed on a timely basis1997 (the "Purchaser SEC Reports"). None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the The Purchaser SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): Reports (i) were each prepared in accordance with, and at the time of the Company SEC Documents filing complied in all material respects with with, the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (ii) none of did not at the Company SEC Documents contained time they were filed contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The Purchaser SEC Reports constitute all the documents required to be filed by Purchaser under Section 13 of the certifications and statements relating to Exchange Act with the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 since June 30, 1997. None of the Xxxxxxxx-Xxxxx Act); Purchaser's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements included in the Purchaser SEC Reports (Cthe "Purchaser Financial Statements") any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”w) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff were prepared in accordance with the applicable requirements books of account and other financial records of the Securities Act Purchaser, (x) present fairly the consolidated financial condition and results of operations of the Purchaser as of the dates thereof or for the Exchange Act periods covered thereby, (y) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Purchaser and (z) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Purchaser and the results of the operations of the Purchaser as of the case may be)dates thereof or for the periods covered thereby.

SEC Filings; Financial Statements. (a) The Company Except as set forth in Section 4.6(a) of the Maxtor Disclosure Schedule, Maxtor has Made Available (or made available on the SEC website) to Parent accurate and complete copies of filed all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedulesstatements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since December 29, 2001 (all such forms, exhibits reports, statements, certificates and other documents filed by the Company with the SECsince December 29, including all amendments thereto since January 12001, 2008 (collectively, the “Company Maxtor SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the CompanyMaxtor’s Subsidiaries is required to file any documents with the SEC. As of the time filed periodic reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended (orthe “Exchange Act”). Each of the Maxtor SEC Reports, if as amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder and the Exchange Act (and the rules and regulations promulgated thereunder, each as in effect on the case may be); and (ii) none date so filed. None of the Company Maxtor SEC Documents contained Reports contained, when filed or, if amended prior to the date hereof, as of the date of such amendment, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise Maxtor has made available to Seagate true, correct and complete copies of all written correspondence between the SEC, on the one hand, and Maxtor and any of its Subsidiaries, on the other hand, occurring since December 27, 2003, and prior to the date hereof. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or any member staff with respect to the Maxtor SEC Reports. To the knowledge of its staff in accordance with the applicable requirements Maxtor, none of the Securities Act Maxtor SEC Reports is the subject of ongoing SEC review or the Exchange Act (as the case may be)outstanding SEC comment.

SEC Filings; Financial Statements. (a) The Except as described on Section 4.07(a)(l) of the Company Disclosure Schedule, the Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of timely filed all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedulesstatements and documents required to be filed by it with the SEC and the NNM (collectively, together with any amendments thereto and any such forms, exhibits reports, statements and other documents filed by the Company with may file or be required under applicable Law to file subsequent to the SECdate hereof until the Closing, including all amendments thereto since January 1, 2008 (collectivelythe Proxy Statement, the “Company SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Each Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC Report (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): as finally amended) (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act or Securities Act, as appropriate, and the Exchange Act (rules and regulations of the NNM, as the case may be); be and (ii) none of did not at the Company SEC Documents contained time it was filed contain any untrue statement of a material fact or omitted 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. Each of the certifications and statements relating to the No Company SEC Documents Subsidiary is required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B, by contract or otherwise to file any form, report, schedule, statement or other document with the SEC, the NNM or any other stock exchange. Except as set forth in Section 4.07(a)(2) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by Company Disclosure Schedule, prior to the date hereof neither the SEC nor its staff has challenged, or applicable to alleged or asserted any deficiency in, the accuracy or appropriateness of any of the financial reporting or other disclosure of the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements predecessor of the Securities Act Company, except for those challenges, allegations or the Exchange Act (as the case may be)assertions that have been resolved.

SEC Filings; Financial Statements. (a) The Company Lpath has Made Available (or made available on the SEC website) to Parent Buyer accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company Lpath with the SEC, including all amendments thereto SEC since January 1, 2008 2015 (collectively, the “Company Lpath SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All Except as set forth on Part 3.4(a) of the Lpath Disclosure Schedule, all material statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company Lpath or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) ), each of the Company Lpath SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) and, to Lpath’s Knowledge, as of the time they were filed, none of the Company Lpath 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: by (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; Act and (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company Lpath SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, complete and complies comply as to form and content with all applicable Legal Requirements. As used in Section 2.4this Article 3, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The since January 1, 2018, the Company has Made Available (filed or made available furnished on the SEC website) to Parent accurate and complete copies of a timely basis all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits statements, certifications and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SECSEC (as supplemented, including modified or amended since the time of filing, and collectively with all amendments thereto since January 1proxy statements, 2008 (collectivelyregistration statements and prospectuses filed by the Company, the “Company SEC Documents”). All statementsThe Company has made available to Bidder true, reports, schedules, forms, exhibits correct and other documents required to have been filed complete copies of all comment letters received by the Company or its officers with from the staff of the SEC since January 1, 2008 have been so filed 2018 and all responses to such comment letters by or on a timely basis. None behalf of the Company’s Subsidiaries . No subsidiary of the Company is required subject to file any documents with the SECreporting requirements of Section 13 or Section 15(d) of the Exchange Act. As of the time filed with the SEC (their respective dates, or, if amended or superseded by a filing prior to the date of this Agreement, then as of the date of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of such filing): (i) each effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Exchange Act (Xxxxxxxx-Xxxxx Act, as the case may be); and , to the extent applicable to those Company SEC Documents, and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (iiprior to the date of this Agreement) by a later filed Company SEC Document, none of the Company SEC Documents when filed or furnished contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (Ai) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (Bii) 18 U.S.C. §§ 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (Ciii) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and completecomplete in all material respects, and complies as to form and content in all material respects with all applicable Legal Requirements. As used Law; (b) the financial statements (including any related notes and schedules) contained or incorporated by reference in Section 2.4, the term Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) other than the financial measures labeled as “filenon-GAAP measures” and variations thereof shall be broadly construed to include any manner included or referenced in which a document or information is filedthe Company’s periodic earnings releases, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the applicable requirements periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as may be permitted by the SEC, and except that the unaudited financial statements may not contain notes and are subject to normal and recurring year-end adjustments that are not expected to be, individually or in the aggregate, material); and (iii) fairly presented, in all material respects, the consolidated financial position of the Securities Act or Company Group as of the Exchange Act respective dates thereof and the results of operations and cash flows of the Company Group for the periods covered thereby (as subject, in the case may beof the unaudited financial statements, to the absence of notes and to normal and recurring year-end adjustments that would not, individually or in the aggregate, be material).;

SEC Filings; Financial Statements. (a) The Arrow has delivered to the Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers Arrow with the SEC since January 1, 2008 2015 (the “Arrow SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. Except as set forth on Part 3.7(a) of the Arrow Disclosure Schedule, all statements, reports, exhibits, schedules, forms and other documents, including amendments thereto, required to have been filed by Arrow or its officers with the SEC have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) ), each of the Company Arrow SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) and, to Arrow’s Knowledge, as of the time they were filed, none of the Company Arrow 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: by (Ai) Rule 13a-14 or Rule 15d-14 under the Exchange Act; Act and (Bii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company Arrow SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, complete and complies comply as to form and content with all applicable Legal Requirements. As used in this Section 2.43.7, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with the SEC, including all amendments thereto SEC since January 1, 2008 2018, and all amendments thereto (collectively, the “Company SEC DocumentsReports”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company or any of its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act (as the case may be); and (ii) none of the Company SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications With respect to each annual report on Form 10-K and statements relating to each quarterly report on Form 10-Q included in the Company SEC Documents Reports, as of the date of such filings, the principal executive officer and principal financial officer of the Company made all certifications required by: by (Aand in compliance with) Rule Rules 13a-14 or Rule and 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx ActAct (each such required certification, a “Certification”); or . For purposes of this Agreement, (CA) any other rule or regulation promulgated by “principal executive officer” and “principal financial officer” shall have the SEC or applicable meanings given to such terms in the Company SEC Documents Xxxxxxxx-Xxxxx Act and (collectively, the “Company Certifications”B) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a any document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements SEC. As of the Securities Act or date of this Agreement, there are no unresolved comments issued by the Exchange Act (as staff of the case may be)SEC with respect to any of the Company SEC Reports. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Reports is the subject of any ongoing review by the SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of filed all registration statements, proxy statements, Company Certifications (as defined below) and other statementsprospectuses, reports, schedules, forms, exhibits statements and other documents required under the Securities Act or the Exchange Act to be filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers with the SEC since January 1, 2008 2000 (collectively, including all exhibits thereto, the "SEC Reports") and, except for exhibits, the SEC Reports have been so filed on a timely basis, provided, however, that exhibits required to be filed pursuant to the Sarbanes-Oxley Act of 2002 have been filed on a timely basis. None of The SEC Xxxxxxx (xxxxxding those that the Company’s Subsidiaries is required to Company may file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by a filing prior subsequent to the date of this Agreement, then on the date of such filinghereof): (i) each of complied, at the Company SEC Documents complied time they were filed, in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC thxxxxxxxx, xx xach case to the extent applicable to such SEC Reports and (ii) none did not (or will not), at the time they were filed (and, if amended or superseded by a filing prior to the date of this Agreement or the Company SEC Documents contained Closing Date, then on the date of such filing) contain any untrue statement of a material fact or omitted 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. Each of the certifications and statements relating No Subsidiary is required to the Company SEC Documents required by: (A) Rule 13a-14 file any form, report or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company with the SECSEC since July 30, including all amendments thereto since January 1, 2008 2001 (collectively, the “Company SEC Documents”)) as well as all comment letters received by the Company from the SEC since July 30, 2001 and all responses to such comment letters provided to the SEC by or on behalf of the Company. All Except as set forth in Part 2.4(a) of the Disclosure Schedule, all statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company, or by any of its directors or officers (as such statements, reports, schedules, forms and other documents relate to the Company or its officers to such director’s or officer’s ownership of securities of the Company), with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: (A) by Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) , and 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, and complies complied as to form and content with all applicable Legal RequirementsRequirements as of the date of such filing (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing). As used in this Section 2.42, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (timely filed or made available on the SEC website) to Parent accurate and complete copies of furnished all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been be filed or furnished by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis2021 (the “Company SEC Reports”). None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act (as the case may be); and (ii) none of the Company SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications With respect to each annual report on Form 10-K and statements relating to each quarterly report on Form 10-Q included in the Company SEC Documents Reports, the principal executive officer and principal financial officer of the Company have made all certifications required by: (A) Rule by Rules 13a-14 or Rule and 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (each such required certification, a “Certification”), and the statements contained in each Certification are accurate and complete in all material respects as of its date. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated . As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC or applicable with respect to any of the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal RequirementsReports. As used in Section 2.4of the date of this Agreement, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements Knowledge of the Securities Act or Company, none of the Exchange Act (as Company SEC Reports is the case may be)subject of any ongoing review by the SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of filed all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by the Company since January 1, 2002 with the SEC (collectively, the “Company SEC Reports”). The Company SEC Reports, including all forms, exhibits reports and other documents filed by the Company with the SECSEC after the date hereof and prior to the Acquisition Merger Effective Time, including all amendments thereto since January 1(i) were and, 2008 (collectively, in the “case of Company SEC Documents”). All statementsReports filed after the date hereof, reportswill be, schedules, forms, exhibits and other documents required to have been filed by the Company or its officers prepared in all material respects in accordance with the SEC since January 1, 2008 have been so filed on a timely basis. None applicable requirements of the Company’s Subsidiaries is required to file any documents with Securities Act (as defined below) and the SEC. As of Exchange Act, as the case may be, and the rules and regulations thereunder, and (ii) did not at the time they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each ), and in the case of such forms, reports and documents filed by the Company with the SEC after the date of this Agreement, will not as of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company SEC Documents contained time they are filed, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were and will be made, not misleading. Each None of the certifications and statements relating to Subsidiaries of the Company SEC Documents is required by: (A) Rule 13a-14 to file any forms, reports, schedules, statements or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance documents with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of filed all registration statements, proxy statements, Company Certifications (as defined below) and other statementsforms, reports, schedules, forms, exhibits and other documents filed by the Company with the SEC, including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits schedules and other documents required to have been be filed or furnished by the Company or its officers it with the SEC since January 1, 2008 have been so 2018 (such documents filed on a timely basis. None of since January 1, 2018, and those filed by the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed Company with the SEC (or, if amended or superseded by a filing prior subsequent to the date of this Agreement, then on if any, including any amendments thereof, the “SEC Reports”). Each SEC Report (x) complied, or if filed subsequent to the date of such filing): (i) each of the Company SEC Documents complied Agreement will comply, as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act (Act, as the case may be); , and the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the applicable rules and regulations promulgated thereunder, and (iiy) none did not, at the time it was filed (or, if amended prior to the date hereof, as of the Company SEC Documents contained date of such amendment), contain, or if filed after the date hereof at the time of the filing will not contain, any untrue statement of a material fact or omitted 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. Each of No Company Subsidiary has been or is required to file any form, report or other document with the certifications and statements relating to SEC. Since January 1, 2018, the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with has been in compliance in all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance material respects with the applicable requirements listing and governance rules and regulations of the Securities Act or the Exchange Act (as the case may be)Nasdaq Stock Market LLC.

SEC Filings; Financial Statements. (a) The Company CancerVax has Made Available (or made available on the SEC website) delivered to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company CancerVax with the SECSEC since August 14, including all amendments thereto since January 1, 2008 2003 (collectively, the “Company CancerVax SEC Documents”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. All Except as set forth on Part 3.4 of the CancerVax Disclosure Schedule, all statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company CancerVax or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the CompanyCancerVax’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company CancerVax SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company CancerVax 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 the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: by (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; Act and (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company CancerVax SEC Documents (collectively, the “Company Certifications”) is are accurate and complete, complete and complies comply as to form and content with all applicable Legal Requirements. As used in this Section 2.43, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company has Made Available filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since May 18, 1999, and has heretofore made --- available to the Investor, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1999, 2000 and 2001, respectively, (ii) its Quarterly Report on Form 10-Q for the period ended Xxxxx 00, 0000, (xxx) all proxy statements relating to the Company's meetings of stockholders (whether annual or made available on the SEC websitespecial) to Parent accurate held since May 18, 1999 and complete copies of (iv) all registration statementsother forms, proxy statements, Company Certifications (as defined below) reports and other statements, reports, schedules, forms, exhibits and other documents registration statements filed by the Company with the SECSEC since March 31, including all amendments thereto since January 12002 (the forms, 2008 reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above being, collectively, the “"Company SEC Documents”----------- Reports"). All statements, reports, schedules, forms, exhibits and other documents required to have been filed by the The Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): Reports (i) each of were prepared in accordance with either ------- the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities ---------- Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), --- ------------ as the case may be); , and the rules and regulations promulgated thereunder existing at the time the Company SEC Reports were filed, and (ii) none did not, at the time they were filed, or, if amended, as of the Company SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted 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. Each of the certifications and statements relating No Subsidiary is required to the Company SEC Documents required by: (A) Rule 13a-14 file any form, report or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)SEC.

SEC Filings; Financial Statements. (a) The Company RFMD has Made Available (or made available on the SEC website) to Parent TriQuint accurate and complete copies of all registration statements, proxy statements, Company RFMD Certifications (as defined below) and other statements, reports, schedules, forms, exhibits forms and other documents filed by the Company RFMD with the SECSEC since January 1, 2011, including all amendments thereto since January 1, 2008 (collectively, the “Company RFMD SEC Documents”). All statements, reports, schedules, forms, exhibits forms and other documents required to have been filed by the Company RFMD or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the CompanyRFMD’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company RFMD SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Company RFMD 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 the light of the circumstances under which they were made, not misleading. Each , except to the extent corrected: (A) in the case of RFMD SEC Documents filed or furnished 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 or furnishing of the applicable amending or superseding RFMD SEC Document; and (B) in the case of RFMD SEC Documents filed or furnished after the date of this Agreement that are amended or superseded prior to the Effective Time, by the filing or furnishing of the applicable amending or superseding RFMD SEC Document. The certifications and statements relating to the Company RFMD SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company RFMD SEC Documents (collectively, the “Company RFMD Certifications”) is are accurate and complete, and complies comply as to form and content with all applicable Legal Requirements. As used in this Section 2.43.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)staff.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, All reports, schedules, forms, exhibits statements and other documents filed by the Company with the SEC, (including all amendments thereto since January 1, 2008 (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and all other documents information incorporated therein) required to have been be filed or furnished by the Company or its officers Aspen with the SEC since January 1, 2008 2021 (the “Aspen SEC Documents”) have been so filed or furnished with the SEC on a timely basis. None of the Company’s Subsidiaries is required basis (subject to file any documents with the SECextensions pursuant to Exchange Act Rule 12b-25). As of the time filed with the SEC (their respective dates, or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of (and giving effect to) the last such filing): amendment: (i) each of the Company Aspen SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act (as the case may be); and (ii) none no Aspen SEC Document contained when filed or furnished (and, in the case of registration statements and proxy statements, on the Company SEC Documents contained dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omitted omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the The certifications and statements relating to the Company SEC Documents required by: by (Ai) Rule 13a-14 or Rule 15d-14 under the Exchange Act; Act and (Bii) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable relating to the Company Aspen SEC Documents (collectively, the “Company Certifications”) is were, as of their respective dates and in all material respects, accurate and complete, complete and complies complied as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)Laws.

SEC Filings; Financial Statements. (a) The Company has Made Available (or made available on the SEC website) to Parent accurate and complete copies of all registration statements, proxy statements, Company Certifications (as defined below) and other statements, All reports, schedules, forms, exhibits statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with with, or that were otherwise furnished by the SECCompany to, including all amendments thereto the SEC since January 1, 2008 the Lookback Date (collectively, the “Company SEC Documents”). All statements, reports, schedules, forms, exhibits and other documents required to ) have been filed by the Company with or its officers with furnished to the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing): (i) each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act (as the case may be); and (ii) none of the Company SEC Documents contained when filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omitted omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each No Subsidiary of the certifications and Company is, or at any time has been, required to file any reports, schedules, forms, statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by documents with the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)similar foreign Governmental Entity.

SEC Filings; Financial Statements. (a) The Company has Made Available (or filed all forms, reports and documents required to be filed by it with the SEC since October 31, 2009, and has heretofore made available on (including through the SEC websiteSEC’s EXXXX filing system) to Parent accurate Parent, (i) the Form 10-Ks for the fiscal years ended October 31, 2010, 2011 and complete copies 2012, (ii) its Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2013, (iii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held since January 1, 2010, and (iv) all registration statements, proxy statements, Company Certifications (as defined below) and other statements, reports, schedulesdocuments, forms, exhibits reports and other documents registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company (including those filed on a voluntary basis) with the SEC, including all amendments thereto SEC since January November 1, 2008 2012 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above, in each case as may have been amended, being, collectively, the “Company SEC DocumentsReports”). All statementsThe Company SEC Reports, reports, schedules, forms, exhibits and other documents required to have been including all Company SEC Reports filed by the Company or its officers with the SEC since January 1, 2008 have been so filed on a timely basis. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC (or, if amended or superseded by a filing prior to after the date of this Agreementhereof, then on the date of such filing): (i) each of were prepared in accordance with either the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act (and/or the Sxxxxxxx-Xxxxx Act, as the case may be); , and (ii) none did not, at the time they were filed, or, if amended, as of the Company SEC Documents contained date of such amendment, contain or, if not yet filed, will contain any untrue statement of a material fact or omitted omit or, if not yet filed, will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each No Subsidiary of the certifications and statements relating Company is required to file any form, report or other document with the SEC. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the Company SEC Documents (collectively, the “Company Certifications”) is accurate and complete, and complies as to form and content with all applicable Legal Requirements. As used in Section 2.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is filed, furnished, submitted, supplied or otherwise made available to the SEC or any member of its staff in accordance with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)Reports.