Common use of SEC Reports Clause in Contracts

SEC Reports. Purchaser Parent has filed and made available to Seller via XXXXX all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent DSKX has filed and furnished or made available to Seller via XXXXX all formsPHMD complete and accurate copies, reports and other documents publicly filed by Purchaser Parent with as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and Exchange Commission (b) all reports required to be filed under the Exchange Act, since January 1including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2019. All 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after of the date hereof and prior to foregoing filings with the Closing Date) SEC are collectively referred to herein as the “Purchaser Parent DSKX SEC Reports.” ”). The Purchaser Parent DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) were filed on a timely basisor (c) of Section 14 of the Exchange Act, (b) comply through the date of this Agreement. The DSKX SEC Reports have complied and remain compliant in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the Securities date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and Exchange Commission thereunder and (c) did notthey currently do not contain, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As None of their respective datesthe DSKX Subsidiaries is required to file or furnish any forms, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and reports or other documents with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSEC.

SEC Reports. Purchaser Parent has filed and made available Whether or not BZ Holdings is subject to Seller via XXXXX all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under reporting requirements of Section 13 or 15(d) of the Exchange Act, since January 1BZ Holdings will file with the SEC (subject to the next sentence), 2019. All and within 10 days after such formsfiling provide the Trustee with, such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. entity subject to such Sections, such reports to be so filed at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and other documentsexhibits required for such reports. If, including at any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior time, BZ Holdings is not subject to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable periodic reporting requirements of the Exchange Act for any reason, BZ Holdings will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required (unless the SEC will not accept such a filing), and promptly after such filings provide such reports to the rules Trustee. BZ Holdings agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, BZ Holdings will post the reports specified above on its website within the time periods that would apply if BZ Holdings were required to file those reports with the SEC. At any time that any of BZ Holdings’ Subsidiaries are Unrestricted Subsidiaries, the quarterly and regulations annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the Securities financial statements or in the footnotes thereto, and Exchange Commission thereunder in “Management’s Discussion and (c) did notAnalysis of Financial Condition and Results of Operations”, at of the time they were filed (except to financial condition and results of operations of BZ Holdings and its Restricted Subsidiaries separate from the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)financial condition and results of operations of the Unrestricted Subsidiaries of BZ Holdings. Notwithstanding the foregoing, so long as (i) BZ Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and (ii) Parent “beneficial owns” (as that term is defined in Rule 13d-3 and Rule 13d-5 under the case Exchange Act), directly or indirectly, 100% of the total voting power of the Voting Stock of BZ Holdings and no other material assets, and Parent conducts no other material operations, BZ Holdings shall not be required to file the reports and information described above with the SEC under Section 13(a) or 15(d) of the Exchange Act (or any registration statementsuccessor provisions thereto) or provide such reports and information to the Trustee so long as (i) Parent files such reports and information with the SEC, contain (ii) Parent, the Issuers and each Note Guarantor comply with respect to such reports and other information with the requirements set forth in Rule 3-10 of Regulation S-X under the Exchange Act and (iii) the Issuers provide the Trustee and Holders with such reports and information filed by Parent as and when required as provided above. In addition, the Issuers shall furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any untrue statement of a material fact or omit to state a material fact information required to be stated delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as any Notes are not freely transferable under the Securities Act. The Issuers also shall comply with the other provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements determinable from information contained therein, in including the light of the circumstances under which they were made, not misleading. As Issuers’ compliance with any of their respective dates, covenants hereunder (as to which the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied Trustee is entitled to rely exclusively on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange CommissionOfficers’ Certificates), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser (a) Parent has timely filed and made available to Seller via XXXXX all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 20192004 (collectively, the “Parent SEC Reports”), all of which, at the time of filing thereof (except as and to the extent such Parent SEC Report has been modified or superseded in any subsequent Parent SEC Report filed and publicly available prior to the date of this Agreement) complied in all material respects with all applicable requirements of the Securities Laws applicable to such Parent SEC Reports. All such formsAs of their respective dates (except as and to the extent modified or superseded in any subsequent Parent SEC Report filed and publicly available prior to the date of this Agreement, reports and in the case of Parent SEC Reports filed prior to the date hereof, or prior to the Effective Time, in the case of subsequently-filed Parent SEC Reports), none of Parent SEC Reports at the time of filing contained, nor will any report, schedule, form, statement or other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser document filed by Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisEffective Time contain, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit omitted, or will omit, to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the consolidated financial statements of Parent included or incorporated by reference in the Purchaser Parent SEC Reports (x) complied, or will comply if filed after the date hereof, in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were have been, or will be if filed after the date hereof, prepared in accordance with United States generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC and subject to normal year end audit adjustments which would not be material in amount or effect) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto) and fairly presented, or will fairly present if filed after the date hereof, in accordance with the case applicable requirements of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q GAAP and the applicable rules and regulations of the Securities SEC, the assets, liabilities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent and the Subsidiaries of Parent taken as a whole, as of the dates thereof and the consolidated results of its operations operations, stockholders’ equity and cash flows for the periods then endedended (except, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act, which are subject to normal, recurring adjustments, none of which are material).

SEC Reports. Purchaser Parent PHMD has filed and furnished or made available to Seller via XXXXX DSKX complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, “Registration Statements”) for registering securities under the Securities Act of 1933, as amended (the “Securities Act”), and (b) all formsreports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of PHMD as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports and other documents publicly filed by Purchaser Parent PHMD under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the Securities and Exchange Commission under SEC (such of the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after foregoing filings with the date hereof and prior to the Closing Date) SEC are collectively referred to herein as the “Purchaser Parent PHMD SEC Reports.” ”). The Purchaser Parent PHMD SEC Reports constitute all of the documents required to be filed or furnished by PHMD with the SEC, including under Section 13 or subsections (a) were filed on a timely basisor (c) of Section 14 of the Exchange Act, (b) comply through the date of this Agreement. The PHMD SEC Reports have complied and remain compliant in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the Securities date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the PHMD SEC Reports. As of their respective dates, the PHMD SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and Exchange Commission thereunder and (c) did notthey currently do not contain, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As None of their respective datesthe Radiancy Foreign Subsidiaries is required to file or furnish any forms, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and reports or other documents with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSEC.

SEC Reports. Purchaser Parent has filed and made available Unless otherwise provided for a particular Series of Securities in a Board Resolution, a supplemental indenture or an Officers’ Certificate, notwithstanding that the Issuer may not be subject to Seller via XXXXX all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under reporting requirements of Section 13 or 15(d) of the Exchange Act, since January 1the Issuer shall provide the Trustee and Holders within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations copies of its annual report and certain information, 2019. All such forms, reports documents and other documents, including any audited or unaudited financial statements reports that are specified in Sections 13 and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date15(d) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did notAct; provided that, at the time they were filed (except with respect to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact current reports that would be required to be stated filed with the SEC on Form 8-K, only such reports that would be required to be filed pursuant to Items 1.01 (Entry into a Material Definitive Agreement), 1.02 (Termination of a Material Definitive Agreement), 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets), 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 4.01 (Changes in Registrant’s Certifying Accountant), 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review) or 5.01 (Changes in Control of Registrant) shall be provided to the Trustee and the Holders; provided, however, that no such report shall be required to be furnished if the Issuer determines in its good faith judgment that the event to be disclosed in such report is not material to the Holders or the business, assets, operations, financial position or prospects of the Issuer and its Significant Subsidiaries taken as a whole. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements determinable from information contained therein, in including the light Issuer’s compliance with any of its covenants hereunder (as to which the circumstances under which they were made, not misleadingTrustee is entitled to rely exclusively on Officers’ Certificates). As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) The Issuer also shall comply in all material respects with applicable accounting requirements and with the published rules and regulations other provisions of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange CommissionTrust Indenture Act Section 314(a), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser (a) Parent has filed and made available with or furnished to Seller via XXXXX the SEC all reports, schedules, forms, reports statements, prospectuses, registration statements and other documents publicly required to be filed or furnished by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms2009 (collectively, reports together with any exhibits and schedules thereto or incorporated by reference therein and other documentsinformation incorporated therein, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the same may have been amended, the “Purchaser Parent SEC Reports.” The Purchaser ”), all of which were prepared in all material respects in accordance with the “Securities Laws”. As of their respective dates (and as of their respective amendment dates or effective dates, as applicable), the Parent SEC Reports (ai) were complied, and each Parent SEC Report filed on a timely basissubsequent to the date hereof will comply, (b) comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Laws and (cii) did not, at the time they were and each Parent SEC Report filed (except subsequent to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementdate hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements consolidated balance sheets included in or incorporated by reference into the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements including the related notes and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (zschedules) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presents in all material respects the consolidated financial position of Purchaser Parent and the Parent Subsidiaries as of the dates thereof its date and each of the consolidated results statements of its operations income, retained earnings and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Parent and the Parent Subsidiaries for the periods then endedset forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect.

SEC Reports. Purchaser Parent Litronic has filed and made available to Seller via XXXXX all formsBIZ or its counsel correct and complete copies of each report, reports schedule, registration statement and other documents publicly definitive proxy statement filed by Purchaser Parent Litronic with the Securities and Exchange Commission under SEC on or after June 11, 1999 ("Litronic SEC Documents"), which are all the Exchange Actdocuments (other than preliminary material) that Litronic was required to file with the SEC on or after that date. In addition, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after Litronic has made available to BIZ all exhibits to the Litronic SEC Documents filed prior to the date hereof which are (i) requested by BIZ and (ii) are not available in complete form through EDGXX ("Requested Confidential Exhibits") and will promptly make available to BIZ all Requested Confidential Exhibits to any additional Litronic SEC Documents filed prior to the Closing Date) are referred to herein as Effective Time. As of their respective dates or, in the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports case of registration statements, their effective dates (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or if amended or superseded by a subsequent Purchaser Parent SEC Reportfiling prior to the date of this Agreement, then on the date of such filing), none of the Litronic SEC Documents (iincluding all exhibits and schedules thereto and documents incorporated by reference therein) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, and the financial statements included in the Purchaser Parent Litronic SEC Reports (x) comply Documents complied when filed in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and with the published rules and regulations of promulgated by the Securities SEC thereunder. Litronic has filed all documents and Exchange Commission agreements that were required to be filed as exhibits to the Litronic SEC Documents and all material contracts so filed (and those to be filed with respect thereto, (yany Litronic SEC Documents) were prepared as exhibits are in full force and effect except those which have expired in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto ortheir terms, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q and neither Litronic nor any of the Securities and Exchange Commission), and (z) fairly present (subject Litronic Subsidiaries is in default thereunder. The Litronic Disclosure Schedule lists such material contracts required to be filed with the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSEC that have not yet been filed with any Litronic SEC Documents.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via XXXXX all forms, reports ----------- and other documents publicly required to be filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, SEC since January July 1, 2019. All such forms1991 (collectively, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent "SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis"), (b) comply each of which, as heretofore amended, has complied in all material respects with the all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities American Stock Exchange, Inc. As of their respective dates, and Exchange Commission thereunder and (c) did not, at the time they were except as disclosed in an amendment to an SEC Report or in a subsequently filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in none of the case of SEC Reports, including, without limitation, any registration statementfinancial statements or schedules included therein, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved indicated (except as may be indicated noted therein) and each fairly presents the consolidated financial position of the Company and its subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the notes thereto or, in the case of unaudited statements, periods then ended (subject to normal year-end audit adjustments in the case of any unaudited interim financial statements). Except as and to the extent set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (the "1994 10-K"), or otherwise as permitted by in its Quarterly Reports on Form 10-Q filed since that date, neither the Company nor any subsidiary has any liability or obligation of any nature whatsoever (whether due or to become due, accrued, fixed, contingent, liquidated, unliquidated or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet (or in the applicable notes thereto) of the Securities Company and Exchange Commission), and (z) fairly present (subject its subsidiaries other than liabilities or obligations which arose in the case ordinary course of unaudited statements to normalbusiness since such date and which do not or would not, recurring and year-end audit adjustments) individually or in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedaggregate, have a Material Adverse Effect.

SEC Reports. Purchaser Parent Since December 31, 2009, the Company has filed and made available to Seller via XXXXX or furnished (as applicable) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities SEC that have been required to be so filed or furnished (as applicable) by it under Law prior to the date hereof, and, after the date of this Agreement and Exchange Commission until the Acceptance Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (as applicable) by it under the Exchange Act, since January 1, 2019. All Law (all such forms, reports and other documents, including together with any audited other forms, reports or unaudited financial statements and any notes thereto other documents filed or schedules included therein furnished (including those that Purchaser Parent may file after as applicable) by the date hereof and Company on or prior to the Closing Date) are referred to herein expiration date of the Offer, the “SEC Reports”). Each SEC Report complied, or will comply, as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules Xxxx-Xxxxx Xxxx Street Reform and regulations of the Securities and Exchange Commission thereunder and (c) did notConsumer Protection Act, at the time they were filed (except each to the extent corrected and as in effect on the date such SEC Report was, or will be, filed. True, correct and complete copies of all SEC Reports filed prior to the date hereof have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. As of its filing date (or, if amended or superseded by a subsequent Purchaser Parent SEC Reportfiling prior to the date of this Agreement, on the date of such amended or superseded filing), (i) in the case of any registration statement, each SEC Report did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesthe date of this Agreement, neither the Company nor any Subsidiary has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC, in each case, which have not previously been resolved by the Purchaser Parent Company with the SEC or such other Governmental Authority, and neither the Company nor any Subsidiary has received any written notice from the SEC or any other Governmental Authority that such SEC Reports (xincluding the financial statements included therein) comply or registration statements are being reviewed or investigated as of the date of this Agreement, and, to the Company’s Knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Rule 13a-14 or 15d-15 of the Exchange Act or Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Company and each of its officers and to the Company’s Knowledge, each of its directors are in compliance in all material respects with (i) the applicable accounting requirements provisions of the Xxxxxxxx-Xxxxx Act and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), promulgated thereunder and (zii) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedapplicable Nasdaq Rules.

SEC Reports. Purchaser The Parent has filed and furnished or made available to Seller via XXXXX the Company complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, Registration Statements”) for registering securities under the Securities Act of 1933, as amended (the “Securities Act”), and (b) all formsreports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of the Parent as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, (iii) all other reports and other documents publicly filed by Purchaser the Parent under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the Securities and Exchange Commission under SEC (such of the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after foregoing filings with the date hereof and prior to the Closing Date) SEC are collectively referred to herein as the “Purchaser Parent SEC Reports.” ”). The Purchaser Parent SEC Reports constitute all of the documents required to be filed or furnished by the Parent with the SEC, including under Section 13 or subsections (a) were filed on a timely basisor (c) of Section 14 of the Exchange Act, (b) comply through the date of this Agreement. The Parent SEC Reports have complied and remain compliant in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the Securities and Exchange Commission thereunder and (c) did notdate hereof, at there are no outstanding or unresolved comments in comment letters received from the time they were filed (except staff of the SEC with respect to any of the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)Reports. As of their respective dates, (i) in the case of Parent SEC Reports, including any registration statementfinancial statements, contain schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As None of their respective datesthe Parent Subsidiaries is required to file or furnish any forms, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and reports or other documents with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSEC.

SEC Reports. Purchaser Parent The Company has heretofore filed and made available to Seller via XXXXX all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1, 2019. All such forms, all reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, 1998 (the "Form 10-K"). None of such reports, or any other reports, documents, including any audited or unaudited financial statements registration statements, definitive proxy materials and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior other filings required to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were be filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and SEC under the rules and regulations of the Securities and Exchange Commission thereunder and SEC (c"SEC Filings") did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinmade, at the time and in the light of the circumstances under which they were made, not misleading. As of their respective datesSince December 31, 1998, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and Company has timely filed with the published rules SEC all SEC Filings and regulations all such SEC Filings complied with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Commission with respect theretoAct, (y) were as applicable and the rules thereunder. The audited financial statements of the Company included or incorporated by reference in the 1998 Annual Report and the unaudited financial statements contained in the quarterly reports on Form 10-Q filed since December 31, 1998 each have been prepared in accordance with such acts and rules and with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved (indicated therein and with each other, except as may be indicated therein or in the notes thereto orand except that the unaudited interim financial statements may not contain all footnotes and adjustments required by United States generally accepted accounting principles, in and fairly present the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q financial condition of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent Company as of at the dates thereof and the consolidated results of its operations and statements of cash flows for the periods then ended., subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Except as reflected in such financial statements, the Company has no material liabilities, absolute or contingent, other than ordinary course liabilities incurred since the date of the last such financial statements in connection with the conduct of the business of the Company. Since December 31, 1998, and except as described in the Company's SEC Filings since December 31, 1998, there has been no:

SEC Reports. Purchaser Parent Since January 1, 1998, to the best of its knowledge Chequemate has filed and made available to Seller via XXXXX all required forms, reports and other documents publicly filed by Purchaser Parent ("Chequemate SEC Reports") with the Securities and Exchange Commission under (the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior "SEC") required to be filed by it pursuant to the Closing Date) are referred to herein as federal securities laws and the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisrules and regulations thereunder, (b) comply all of which have complied in all material respects with the all applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations interpretive releases promulgated thereunder. None of the Securities and Exchange Commission thereunder and (c) did notsuch Chequemate SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the consolidated balance sheets in or incorporated by reference into the Chequemate SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the related consolidated statements included of operations and retained earnings and cash flows or equivalent statements in the Purchaser Parent Chequemate SEC Reports (xincluding any related notes and schedules) comply in all material respects with applicable accounting requirements fairly presents or will fairly present the results of operations, retained earnings and with cash flows, as the published rules and regulations case may be, of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during entity or entities to which it relates for the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present period set forth therein (subject in the case of unaudited statements interim statements, to normal, recurring and year-end normal yearend audit adjustments) in all material respects each case in accordance with generally-accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein; and independent certified public accountants for Chequemate have rendered or will render an unqualified opinion with respect to each audited financial statement included in the Chequemate SEC Reports. The consolidated financial position of Purchaser Parent statements included in the Chequemate SEC Reports are hereinafter sometimes collectively referred to as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended"Chequemate Financial Statements."

SEC Reports. Purchaser Parent Since January 1, 2011, the Company has filed and made available to Seller via XXXXX or furnished (as applicable) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities SEC that have been required to be so filed or furnished (as applicable) by it under applicable Law prior to the date hereof, and, after the date of this Agreement and Exchange Commission until the Effective Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (as applicable) by it under the Exchange Act, since January 1, 2019. All applicable Law (all such forms, reports and other documents, including together with any audited other forms, reports or unaudited financial statements and any notes thereto other documents filed or schedules included therein furnished (including those that Purchaser Parent may file after as applicable) by the date hereof and Company with the SEC on or prior to the Closing Date) expiration date of the Offer that are referred not required to herein be so filed or furnished, the “SEC Reports”). Each SEC Report complied or will comply, as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply as of its filing date as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules Xxxx-Xxxxx Xxxx Street Reform and regulations Consumer Protection Act (the “Xxxx-Xxxxx Act”), each as in effect on the date such SEC Report was or will be filed. True, correct and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the Securities and Exchange Commission thereunder and SEC. As of its filing date (c) did notor, at the time they were filed (except to the extent corrected if amended or superseded by a subsequent Purchaser Parent SEC Reportfiling prior to the date of this Agreement, on the date of such amended or superseded filing), (i) in the case of any registration statement, each SEC Report did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Since January 1, 2011, neither the Company nor any Subsidiary of their respective dates, the Company has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included in therein) or any registration statement filed by any of them with the Purchaser Parent SEC that (i) remain unresolved or (ii) have been resolved but not publicly disclosed, or any notice from the SEC or other Governmental Authority that such SEC Reports (xincluding the financial statements included therein) comply in all material respects with applicable accounting requirements and with or registration statements are being reviewed or investigated, and, to the published rules and regulations of the Securities and Exchange Commission with respect theretoCompany’s Knowledge, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthere is not, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and date of this Agreement, any investigation or review being conducted by the consolidated results SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report. Neither the Company nor any of its operations and cash flows for executive officers has received notice from any Governmental Authority challenging or questioning the periods then endedaccuracy, completeness, form or manner of filing of such certifications.

SEC Reports. Purchaser Parent PHMD has filed and furnished or made available to Seller via XXXXX DSKX complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, Registration Statements”) for registering securities under the Securities Act of 1933, as amended (the “Securities Act”), and (b) all formsreports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of PHMD as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports and other documents publicly filed by Purchaser Parent PHMD under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the Securities and Exchange Commission under SEC (such of the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after foregoing filings with the date hereof and prior to the Closing Date) SEC are collectively referred to herein as the “Purchaser Parent PHMD SEC Reports.” ”). The Purchaser Parent PHMD SEC Reports constitute all of the documents required to be filed or furnished by PHMD with the SEC, including under Section 13 or subsections (a) were filed on a timely basisor (c) of Section 14 of the Exchange Act, (b) comply through the date of this Agreement. The PHMD SEC Reports have complied and remain compliant in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the Securities date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the PHMD SEC Reports. As of their respective dates, the PHMD SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and Exchange Commission thereunder and (c) did notthey currently do not contain, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As None of their respective datesthe Company Foreign Subsidiaries is required to file or furnish any forms, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and reports or other documents with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSEC.

SEC Reports. Purchaser (a) The Parent has filed and furnished or made available to Seller via XXXXX the Company complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended October 31, 2013, as filed with the SEC, which contained audited balance sheets of the Parent as of October 31, 2013 and 2012, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (b) Quarterly Reports on Form 10-Q for the quarterly periods ended January 31, 2014 and 2013 and April 30, 2014 and 2013, and (c) all forms, other reports and other documents publicly filed by Purchaser the Parent under Section 13, subsections (a) or (c) of Section 14, or Section 15(d) of the Exchange Act with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All SEC (such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are collectively referred to herein as the “Purchaser Parent SEC Reports.” ”). The Purchaser Parent SEC Reports constitute all of the documents required to be filed or furnished by the Parent with the SEC, including under Section 13 or subsections (a) were filed on a timely basisor (c) of Section 14 of the Exchange Act, (b) comply through the date of this Agreement. The Parent Reports complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the Securities and Exchange Commission thereunder and (c) date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Parent Reports. As of their respective dates, the Parent Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As None of their respective datesthe Parent Subsidiaries is required to file or furnish any forms, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and reports or other documents with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSEC.

SEC Reports. Purchaser Parent VERITAS has filed delivered to SSI or its counsel correct and made available to Seller via XXXXX all formscomplete copies of the final version of each report, reports schedule, registration statement and other documents publicly definitive proxy statement filed by Purchaser Parent VERITAS with the Securities and Exchange Commission under SEC on or after June 27, 1997 (the Exchange Act"VERITAS SEC DOCUMENTS"), since January 1, 2019. All such forms, reports and which are the material documents (other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those than preliminary material) that Purchaser Parent may VERITAS was required to file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements SEC on or after June 27, 1997 with respect, in whole or in part, to VERITAS or the VERITAS Assets. As of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did nottheir respective dates or, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementstatements, contain their effective dates and except as disclosed in the VERITAS SEC Documents, none of the VERITAS SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing. As of their respective datesThe VERITAS SEC Documents complied, the financial statements included in the Purchaser Parent SEC Reports (x) comply when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. VERITAS has filed all documents and agreements that were required to be filed as exhibits to the VERITAS SEC Documents. A-33 35 (b) VERITAS Financial Statements; Absence of Undisclosed Liabilities. The audited consolidated financial statements, dated as of and for the period ended, December 31, 1997, and the unaudited consolidated financial statements, dated as of and for the period ending June 30, 1998, of VERITAS and its consolidated subsidiaries ("VERITAS FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be have been indicated in the notes thereto orthereto) and fairly present (subject, in the case of the unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the VERITAS Group as of at the respective dates thereof and the consolidated results of its their operations and cash flows for the respective periods then ended.. VERITAS has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for VERITAS and its consolidated subsidiaries prepared in accordance with GAAP and which are material to the VERITAS Business, except for such liabilities or obligations as (i) were accrued or were provided for in the consolidated balance sheet dated June 30, 1998, included in the VERITAS Financial Statements as of the date thereof (the "VERITAS FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the VERITAS Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the VERITAS Financial Statements are to VERITAS' Knowledge reasonably adequate. At the VERITAS Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5) which are not adequately provided for in the VERITAS Financial Statements as required by Statement No. 5. 3.5

SEC Reports. Purchaser Parent The Company has filed and made available all reports required to Seller via XXXXX all forms, reports and other documents publicly be filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein for the twenty-four (including those that Purchaser Parent may file after 24) months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the Closing Dateexpiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) are or 15(d) thereof, for the twenty-four months preceding the date hereof. Such reports required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the Company under the Exchange Act, whether or not any such reports were required being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”. As of their respective dates, the SEC Reports (a) were filed on a timely basis, (b) comply by the Company complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at when filed by the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)Company, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance in all material respects with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements, the notes thereto or, in the case of and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC.

SEC Reports. Purchaser The Parent has filed and furnished or made available to Seller via XXXXX the Company complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended November 30, 2014, as filed with the SEC, which contained audited balance sheets of the Parent as of November 30, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; and (b) Quarterly Reports on Form 10-Q for the quarterly periods ended February 28, 2014 and May 31, 2015, and (c) all forms, other reports and other documents publicly filed by Purchaser the Parent under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All SEC (such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are collectively referred to herein as the “Purchaser Parent SEC Reports.” ”). The Purchaser Parent SEC Reports constitute all of the documents required to be filed or furnished by the Parent with the SEC, including under Section 13 or subsections (a) were filed on a timely basisor (c) of Section 14 of the Exchange Act, (b) comply through the date of this Agreement. The Parent Reports complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the Securities and Exchange Commission thereunder and (c) date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Parent Reports. As of their respective dates, the Parent Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As None of their respective datesthe Parent Subsidiaries is required to file or furnish any forms, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and reports or other documents with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSEC.

SEC Reports. Purchaser The Parent has filed and furnished or made available to Seller via XXXXX the Company complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, Registration Statements”) for registering securities under the Securities Act of 1933, as amended (the “Securities Act”), and (b) all formsreports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Report on Form 10-K for the fiscal years ended December 31, 2014, and 2013, as filed with the SEC, which contained audited balance sheets of the Parent as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended Xxxxx 00, 0000 (xxx) all other reports and other documents publicly filed by Purchaser the Parent under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the Securities and Exchange Commission under SEC (such of the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after foregoing filings with the date hereof and prior to the Closing Date) SEC are collectively referred to herein as the “Purchaser Parent SEC Reports.” ”). The Purchaser Parent SEC Reports constitute all of the documents required to be filed or furnished by the Parent with the SEC, including under Section 13 or subsections (a) were filed on a timely basisor (c) of Section 14 of the Exchange Act, (b) comply through the date of this Agreement. The Parent SEC Reports have complied and remain compliant in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the Securities and Exchange Commission thereunder and (c) did notdate hereof, at there are no outstanding or unresolved comments in comment letters received from the time they were filed (except staff of the SEC with respect to any of the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)Reports. As of their respective dates, (i) in the case of Parent SEC Reports, including any registration statementfinancial statements, contain schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As None of their respective datesthe DSH Subsidiaries is required to file or furnish any forms, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and reports or other documents with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSEC.

SEC Reports. Purchaser Parent has had access through publicly-available information to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, as filed with the SEC (the “Company 10-K”), (ii) its quarterly reports on Form 10-Q for the quarters ended March 31, 2003 and made available June 30, 2003, as filed with the SEC (the “Company 10-Qs”), (iii) all proxy statements relating to Seller via XXXXX the Company’s meetings of shareholders held or to be held after December 31, 2002 and (iv) all forms, reports and other documents publicly filed by Purchaser Parent the Company with the Securities and Exchange Commission SEC under the Exchange Act, Act or the Securities Act since January 1, 20192000 (the “Company SEC Reports”). All As of their respective dates, such formsdocuments complied, reports and other documentsall documents filed by the Company with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, including any audited in all material respects, with applicable SEC requirements and did not, or unaudited financial statements and any notes thereto in the case of documents filed on or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did will not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All Company SEC Reports have been timely filed with the SEC and constitute all forms, reports and documents required to be filed by the Company under the Exchange Act and the Securities Act since January 1, 2000. Between the date of their respective datesthis Agreement and the Closing Date, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and Company will timely file with the published rules and regulations SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Company Subsidiary is required to file any form, report or other document with the SEC. The certifications of the Securities chief executive officer and chief financial officer of the Company required by Rules 13a-14 and 15d-14 of the Exchange Commission Act with respect theretoto the Company SEC Reports, (y) were prepared as applicable, are true and correct as of the date of this Agreement as they relate to a particular Company SEC Report, as though made as of the date of this Agreement. The Company has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with United States generally accepted accounting principles applied on a consistent basis during their terms and has otherwise operated in compliance with the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q requirements under Rules 13a-15 and 15d-15 of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedAct.

SEC Reports. Purchaser Parent HFP has filed and made available to Seller via XXXXX all required forms, reports ----------- and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 2019. All such forms1997 (collectively, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent "HFP's SEC Reports.” The Purchaser Parent "), including, without limitation, HFP's Annual Report on Form 10-K for the year ended December 31, 1998, (the "HFP 1998 Form 10-K"). HFP's SEC Reports (a) were filed on a timely basis, (b) comply have complied in all material respects with the all applicable requirements of the Exchange Securities Act and the rules and regulations Exchange Act. As of the Securities and Exchange Commission thereunder and (c) did nottheir respective dates, at the time they were filed (except to the extent corrected none of HFP's SEC Reports, including, without limitation, any financial statements or superseded schedules included or incorporated by a subsequent Purchaser Parent SEC Report)reference therein, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As There have been filed as exhibits to, or incorporated by reference in, the HFP 1998 Form 10-K all contracts which, as of their respective datesthe date thereof, were material as described in Item 601(b) (10) of Regulation S-K, except as set forth in Section 3.11 of the HFP Schedule. HFP has heretofore delivered to Xxxxxx, in the form filed with the SEC, all of HFP's SEC Reports filed prior to the date of this Agreement. Each of the financial statements (including the related notes) included in the Purchaser Parent HFP's SEC Reports (x) comply presents fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position and with the published rules consolidated results of operations and regulations cash flows of HFP and its Subsidiaries as of the Securities and Exchange Commission respective dates or for the respective periods set forth therein, all in conformity with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orotherwise noted therein, and subject, in the case of the unaudited interim financial statements, subject to normal year-end audit and recurring adjustments or otherwise as permitted by Form 10-Q of the Securities that have not been and Exchange Commission), and (z) fairly present (subject are not expected to be material in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedamount.

SEC Reports. Purchaser Whether or not the Parent has filed and made available Guarantor is subject to Seller via XXXXX all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under reporting requirements of Section 13 or 15(d) of the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser the Parent may file after the date hereof and prior Guarantor will make available to the Closing DateTrustee and the Holders of the Notes the business and financial information required in the annual, quarterly and current reports specified in Sections 13 and 15(d) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act which the Parent Guarantor would be required to file if the Parent Guarantor were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Parent Guarantor will make such information available to the Trustee and the rules and regulations Holders of the Securities and Exchange Commission thereunder and (c) did not, at Notes no later than the time they date on which the Parent Guarantor would have been required to file such reports with the SEC if the Parent Guarantor were filed (except subject to the extent corrected reporting requirements of Section 13 or superseded by a subsequent Purchaser Parent SEC Report), (i15(d) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeExchange Act. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, not misleading. As then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of their respective dates, the financial statements included or in the Purchaser footnotes to the financial statements and in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries. For purposes of this Section 3.2, the Parent SEC Reports (x) comply in all material respects with applicable accounting requirements Guarantor will be deemed to have furnished the reports to the Trustee and the Holders of the Notes as required by this Section 3.2 if they have filed such reports with the published rules SEC via the XXXXX filing system and regulations such reports are publicly available. Delivery of such reports, information and documents to the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof Trustee is for informational purposes only and the consolidated results Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its operations and cash flows for covenants hereunder (as to which the periods then endedTrustee is entitled to rely exclusively on Officers’ Certificates).”

SEC Reports. Purchaser Parent Buyer has timely filed and made available to Seller via XXXXX all forms, reports reports, schedules, statements and other documents publicly required to be filed by Purchaser Parent Buyer with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 20192021 (collectively, the “Buyer SEC Reports”) under the Securities Exchange Act, together with any amendments, restatements or supplements thereto. All such formsAs of the time it was filed with the SEC (or, reports and other documents, including any audited if amended or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and superseded by a filing prior to the Closing Date) are referred to herein as date of this Agreement, then on the “Purchaser Parent SEC Reports.” The Purchaser Parent date of such filing), each of the Buyer SEC Reports (a) were filed on a timely basis, (b) comply complied in all material respects with the applicable requirements of the Securities Exchange Act and Act, including the rules and regulations promulgated thereunder, and none of the Securities and Exchange Commission thereunder and (c) did not, Buyer SEC Reports at the time they were filed (except to the extent corrected filed, or if amended or superseded by a subsequent Purchaser Parent SEC Report)filing prior to the date of this Agreement, (i) in on the case date of any registration statementthe last such amendment or superseding filing prior to the date of this Agreement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The certifications and statements required by (A) Rule 13a-14 or 15d-14 promulgated under the Securities Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of their respective dates, the financial statements included in the Purchaser Parent Xxxxxxxx-Xxxxx Act) relating to any Buyer SEC Reports (xcollectively, the “Certifications”) are accurate and complete and comply in as to form and content with all material respects with applicable accounting requirements legal requirements, and with no current or former executive officer of Buyer has failed to make the published rules Certifications required of him or her. Buyer has made available to the Company true and regulations complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and Buyer, on the other, since January 1, 2021, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Buyer. As of the Securities and Exchange Commission date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or Nasdaq with respect theretoto Buyer SEC Reports. To the Knowledge of Buyer, (y) were prepared none of Buyer SEC Reports are 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 Buyer. As used in accordance with United States generally accepted accounting principles applied on this Section 2.2(d), the term “file” shall be broadly construed to include any manner in which a consistent basis during the periods involved (except as may be indicated in the notes thereto ordocument or information is furnished, in the case of unaudited statements, subject to normal year-end audit adjustments supplied or otherwise as permitted by Form 10-Q of made available to the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSEC.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via XXXXX all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange Act, including pursuant to Section l3(a) or 15(d) thereof, since January 1, 2019. All such forms, reports and other documents2010 (the foregoing materials, including any audited or unaudited financial statements the exhibits thereto and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed ”), on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective filing dates, (b) comply the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities Commission promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesOn April 26, 2012, the financial statements included Company filed an S-4 Registration Statement in connection with the proposed merger of KeySource Financial Inc. with and into the Company according to the terms of an Agreement and Plan of Merger dated December 21, 2011; such registration statement contains important information about the Company’s Common Stock and certain other material information about the Company. The Company advises the Purchaser Parent SEC Reports (x) comply to read such registration statement, in all material respects with applicable accounting requirements particular the sections entitled “Risk Factors,” “Description of BNC Capital Stock” and “Information about BNC.” On April 16, 2012, the Company filed a Definitive Proxy Statement in connection with the published rules and regulations proposed (i) amendment to the Company’s Articles of Incorporation to create a class of non-voting common stock; (ii) amendment to the Company’s Articles of Incorporation to amend the terms of the Securities and Exchange Commission with respect theretoCompany’s Mandatorily Convertible Non-voting Preferred Stock, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)Series B, and (ziii) fairly present (subject issuance of non-voting common stock to the Purchaser; such Proxy Statement contains important information about the Company. The SEC Reports, including the documents incorporated by reference in the case each of unaudited statements to normalthem, recurring and year-end audit adjustments) in each contained substantially all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and information required to be included in it. No executive officer of the consolidated results Company has failed in any respect to make the certifications required of its operations and cash flows for him or her under Section 302 or 906 of the periods then endedXxxxxxxx-Xxxxx Act of 2002.

SEC Reports. Purchaser The Parent has filed and furnished or made available to Seller via XXXXX the Company complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, Registration Statements”) for registering securities under the Securities Act of 1933, as amended (the “Securities Act”), and (b) all formsreports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Report on Form 10-K for the fiscal years ended December 31, 2014, and 2013, as filed with the SEC, which contained audited balance sheets of the Parent as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015 (iii) all other reports and other documents publicly filed by Purchaser the Parent under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the Securities and Exchange Commission under SEC (such of the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after foregoing filings with the date hereof and prior to the Closing Date) SEC are collectively referred to herein as the “Purchaser Parent SEC Reports.” ”). The Purchaser Parent SEC Reports constitute all of the documents required to be filed or furnished by the Parent with the SEC, including under Section 13 or subsections (a) were filed on a timely basisor (c) of Section 14 of the Exchange Act, (b) comply through the date of this Agreement. The Parent SEC Reports have complied and remain compliant in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the Securities and Exchange Commission thereunder and (c) did notdate hereof, at there are no outstanding or unresolved comments in comment letters received from the time they were filed (except staff of the SEC with respect to any of the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)Reports. As of their respective dates, (i) in the case of Parent SEC Reports, including any registration statementfinancial statements, contain schedules or exhibits included or incorporated by reference therein, did not contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As None of their respective datesthe DSH Subsidiaries is required to file or furnish any forms, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and reports or other documents with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSEC.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via XXXXX all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisbasis with the SEC all SEC Reports. The SEC Reports constitute all of the documents required to be filed by the Company with the Commission under Section 13 or 14 of the Exchange Act since December 31, 2007. Each SEC Report other than the First Quarter Form 10-Q, as of the date of the filing thereof with the Commission (bor if amended or superseded by a filing prior to the date hereof, then on the date of such amending or superseding filing) comply or as of the date hereof in the case of the First Quarter Form 10-Q, complied in all material respects with the applicable requirements of the Securities Act or Exchange Act Act, as applicable, and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did notpromulgated thereunder. The SEC Reports, at the time they were filed (except to the extent corrected or if amended or superseded by a subsequent Purchaser Parent SEC Report)filing prior to the date of this Agreement, (ithen on the date of such amending or superseding filing) in and as of the case of any registration statementdate hereof, did not and do not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesdates (or if amended or superseded by a filing prior to the date hereof, then on the date of such amending or superseding filing), the financial statements of the Company included in the Purchaser Parent SEC Reports (x) including, in each case, any related notes), including any SEC Reports filed after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were thereto as in effect at the time of filing. Such financial statements have been or will be prepared in accordance with United States generally accepted accounting principles GAAP consistently applied on a consistent basis at the times and during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of unaudited interim statements, subject to normal year-end audit adjustments the extent they may exclude footnotes or otherwise may be condensed or summary statements as permitted by Form 10-Q of the Securities Commission) and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end adjustments).

SEC Reports. Purchaser Parent Seller has filed and made available all reports required to Seller via XXXXX all forms, reports and other documents publicly be filed by Purchaser Parent with it under the Securities and Exchange Commission under Act of 1934, as amended (the “Exchange Act, since January 1, 2019. All such forms, reports and other documents”), including any audited pursuant to Section 13(a) or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after 15(d) thereof, for the three years preceding the date hereof (or such shorter period as Seller was required by law to file such material) (the foregoing materials, together with the Seller’s Annual Report on Form 10-KSB for the year ended December 31, 2006, and prior to the Closing Date) are Quarterly Report on Form 10-QSB for the quarter ended March 31, 2007 and the Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007, and Seller’s definitive Proxy Statement, when filed with the SEC, being collectively referred to herein as the “Purchaser Parent "SEC Reports.” The Purchaser Parent SEC Reports (a" and, together with the documents filed as exhibits to Seller's Registration Statement on Form SB-2, as amended, the "Disclosure Materials") were filed on a timely basisbasis or has received a valid extension pursuant to Rule 12b-25 under the Exchange Act of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, (b) comply the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the Exchange Act and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As All material agreements to which Seller is a party or to which the properties or assets of their respective dates, Seller are subject as of the date of the applicable SEC Report have been filed as exhibits to the SEC Reports. The financial statements of Seller included in the Purchaser Parent SEC Reports (xthe “Financial Statements”) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)thereto, and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent Seller and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Except as disclosed in the Disclosure Materials, since June 30, 2007, (a) there has been no event, occurrence or development that has had or that could reasonably be expected to have or result in a material adverse effect on the assets, business, operations, financial condition, liquidity or prospects of Seller and its Subsidiaries taken as a whole or on the Business or the Acquired Assets ("Material Adverse Effect"), (b) Seller has not incurred any liabilities (contingent or otherwise) other than (x) liabilities incurred in the ordinary course of business consistent with past practice and (y) liabilities not required to be disclosed in filings made with the SEC, (c) Seller has not altered its method of accounting or the identity of its auditors and (d) Seller has not declared or made any payment or distribution of cash or other property to its stockholders or officers or directors (other than in compliance with existing Seller stock option plans) with respect to its capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) any shares of its capital stock.

SEC Reports. Purchaser Parent has filed and made available Whether or not BZ Holdings is subject to Seller via XXXXX all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under reporting requirements of Section 13 or 15(d) of the Exchange Act, since January 1BZ Holdings will file with the SEC (subject to the next sentence), 2019. All and within 10 days after such formsfiling provide the Trustee with, such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. entity subject to such Sections, such reports to be so filed at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and other documentsexhibits required for such reports. If, including at any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior time, BZ Holdings is not subject to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable periodic reporting requirements of the Exchange Act for any reason, BZ Holdings will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required (unless the SEC will not accept such a filing), and promptly after such filings provide such reports to the rules Trustee. BZ Holdings agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, BZ Holdings will post the reports specified above on its website within the time periods that would apply if BZ Holdings were required to file those reports with the SEC. At any time that any of BZ Holdings' Subsidiaries are Unrestricted Subsidiaries, the quarterly and regulations annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the Securities financial statements or in the footnotes thereto, and Exchange Commission thereunder in “Management's Discussion and (c) did notAnalysis of Financial Condition and Results of Operations”, at of the time they were filed (except to financial condition and results of operations of BZ Holdings and its Restricted Subsidiaries separate from the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)financial condition and results of operations of the Unrestricted Subsidiaries of BZ Holdings. Notwithstanding the foregoing, so long as (i) BZ Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and (ii) Parent “beneficial owns” (as that term is defined in Rule 13d-3 and Rule 13d-5 under the case Exchange Act), directly or indirectly, 100% of the total voting power of the Voting Stock of BZ Holdings and no other material assets, and Parent conducts no other material operations, BZ Holdings shall not be required to file the reports and information described above with the SEC under Section 13(a) or 15(d) of the Exchange Act (or any registration statementsuccessor provisions thereto) or provide such reports and information to the Trustee so long as (i) Parent files such reports and information with the SEC, contain (ii) Parent, the Issuers and each Note Guarantor comply with respect to such reports and other information with the requirements set forth in Rule 3-10 of Regulation S-X under the Exchange Act and (iii) the Issuers provide the Trustee and Holders with such reports and information filed by Parent as and when required as provided above. In addition, the Issuers shall furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any untrue statement of a material fact or omit to state a material fact information required to be stated delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as any Notes are not freely transferable under the Securities Act. The Issuers also shall comply with the other provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements determinable from information contained therein, in including the light of the circumstances under which they were made, not misleading. As Issuers' compliance with any of their respective dates, covenants hereunder (as to which the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied Trustee is entitled to rely exclusively on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange CommissionOfficers' Certificates), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent has filed and previously made available to Seller via XXXXX all formsthe Company an accurate and complete copy of each (a) registration statement, reports prospectus, report, schedule and other documents publicly proxy statement filed with or furnished to the SEC since December 31, 2013 by Purchaser Parent with pursuant to the Securities and Exchange Commission under Act or the Exchange ActAct (the “Parent Reports”) and (b) communication mailed by Parent to its shareholders since December 31, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof 2013 and prior to the Closing Date) are referred to herein date hereof, and no such Parent Report or communication, as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and date thereof (c) did notand, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementstatements and proxy statements, contain on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, except that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As Since December 31, 2013, as of their respective dates, all Parent Reports filed under the financial statements included in Securities Act and the Purchaser Parent SEC Reports (x) comply Exchange Act complied in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto. No executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. As of the date of this Agreement, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the Parent Reports. {Clients/1598/00283791.DOCX/11 } -38- 4.12 Compliance with Applicable Law. Parent and each of its Subsidiaries hold, and have at all times since January 1, 2013, held, all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in connection therewith), except where neither the cost of failure to hold nor the cost of obtaining and holding such license, franchise, permit or authorization (nor the failure to pay any fees or assessments) would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent, and to the Knowledge of Parent, no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened. Parent and each of its Subsidiaries have complied with and are not in default or violation under any, applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to Parent or any of its Subsidiaries, including without limitation all laws related to data protection or privacy, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the False Claims Act, the Servicemembers Civil Relief Act, any regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans, except for noncompliance, defaults or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. Parent Bank has a Community Reinvestment Act rating of “satisfactory” or better. Without limitation, none of Parent, or any of its Subsidiaries, or to the Knowledge of Parent, any director, officer, employee, agent or other person acting on behalf of Parent or any of its Subsidiaries has, directly or indirectly, (yi) were prepared used any funds of Parent or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of Parent or any of its Subsidiaries, (iii) violated any provision that would result in accordance with the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, (iv) established or maintained any unlawful fund of monies or other assets of Parent or any of its Subsidiaries, (v) made any fraudulent entry on the books or records of Parent or any of its Subsidiaries, or (vi) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for Parent or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for Parent or any of its Subsidiaries, or is currently subject to any United States generally accepted accounting principles applied on a consistent basis during sanctions administered by the periods involved (except as may be indicated in the notes thereto or, in the case Office of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q Foreign Assets Control of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedUnited States Treasury Department.

SEC Reports. Purchaser Parent The Borrower has filed and made available to Seller via XXXXX all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Securities and Exchange Commission Borrower under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and the U.S. Exchange Act of 1934, as amended (the “Exchange Act, since January 1, 2019. All such forms, reports and other documents”), including any audited pursuant to Section 13(a) or unaudited financial statements and any notes thereto or schedules included therein 15(d) thereof (including those that Purchaser Parent may file after the date hereof and foregoing materials filed prior to the Closing Date) are date hereof, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a”) were filed on a timely basisbasis or has qualified for a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, (b) comply the SEC Reports complied in all material respects with the applicable requirements of the Exchange Securities Act and the rules Exchange Act, as applicable, and regulations none of the Securities and Exchange Commission thereunder and (c) did notSEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The Borrower is not currently, and has never been, an issuer subject to paragraph (i) of their respective dates, the Rule 144. The financial statements of the Borrower included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles the International Financial Reporting Standards as issued by the International Accounting Standards Board applied on a consistent basis during the periods involved (“IFRS”), except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of and except that unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted financial statements may not contain all footnotes required by Form 10-Q of the Securities and Exchange Commission)IFRS, and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Borrower and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The Borrower is not aware of any reason why it will not be able to timely file its Annual Report on Form 20-F for the fiscal year ended December 31, 2023.

SEC Reports. The Purchaser Parent has filed all forms, reports and documents required to be filed by it with the SEC since January 1, 2000 and has heretofore made available to Seller via XXXXX the Company, in the form filed with the SEC (excluding any exhibits thereto), (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and (ii) all other forms, reports, Registration Statements and other documents filed by the Purchaser Parent with the SEC since January 1, 2000 (the forms, reports, Registration Statements and other documents referred to in clauses (i) and (ii) above being referred to herein, collectively, as the "Purchaser Parent SEC Reports"). The Purchaser Parent SEC Reports and any other forms, reports and other documents publicly filed by the Purchaser Parent with the SEC before or after the date of this Agreement to the Closing Date (i) were or will be prepared in all material respects in accordance with the requirements of the Securities Act and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder thereunder, and (cii) did not, not at the time they were filed (except to filed, or will not at the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementtime they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were or are made, not misleading. As of their respective dates, the financial statements included Except as set forth in the Purchaser Parent SEC Reports Reports, since December 31, 2002 there has not been any Material Adverse Change in the business, results of operations, condition (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations financial or otherwise), properties, Assets, Liabilities or obligations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may Purchaser Parent that would be indicated in the notes thereto or, in the case of unaudited statements, subject required to normal year-end audit adjustments be disclosed. 4.8 Stockholders' Consent. No consent or otherwise as permitted by Form 10-Q approval of the Securities and Exchange Commission), and (z) fairly present (subject in stockholders of the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects Purchaser or the consolidated financial position of Purchaser Parent as of the dates thereof is required (i) to enter into this Agreement and the consolidated results of its operations Ancillary Documents to which it is a party or to consummate the transactions contemplated hereby and cash flows for thereby, or (ii) to issue the periods then ended.Purchaser Parent Stock. ARTICLE 5

SEC Reports. Purchaser Parent Since January 1, 2018, Tyler has timely filed and made available to Seller via XXXXX or furnished all forms, statements, schedules, documents, and reports and other documents publicly required to be filed or furnished prior to the date hereof by Purchaser Parent it with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All SEC (such forms, reports and other statements, schedules, documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after reports the date hereof and “Tyler SEC Documents”). As of their respective filing dates, or, if amended prior to the Closing Datedate hereof, as of the date of (and giving effect to) are referred to herein as the “Purchaser Parent last such amendment, the Tyler SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply Documents complied in all material respects with the applicable requirements of the Exchange Xxxxxxxx-Xxxxx Act, the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of the Securities NYSE, and Exchange Commission thereunder and none of the Tyler SEC Documents contained (cor, with respect to Tyler SEC Documents filed after the date hereof, will contain) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit omitted (or with respect to Tyler SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, at the time and in the light of the circumstances under which they were made, not misleading. As Since February 1, 2019, neither Tyler nor any Tyler Subsidiary has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of their respective dates, the Tyler SEC Documents (including the financial statements included in the Purchaser Parent SEC Reports (xtherein) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect theretothat are not resolved, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and date hereof, has received any written notice from the consolidated results SEC or other Governmental Authority that such Tyler SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to Tyler’s Knowledge, there is not, as of its operations and cash flows for the periods then endeddate hereof, any investigation or review being conducted by the SEC or any other Governmental Authority of any Tyler SEC Documents (including the financial statements included therein).

SEC Reports. Purchaser Parent The Company has heretofore filed and made available to Seller via XXXXX all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1, 2019. All such forms, all reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, [fiscal year prior to issuance of Shares] (the "Form 10-K"). None of such reports, or any other reports, documents, including any audited or unaudited financial statements registration statements, definitive proxy materials and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior other filings required to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were be filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and SEC under the rules and regulations of the Securities and Exchange Commission thereunder and SEC (cthe "SEC Filings") did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinmade, at the time and in the light of the circumstances under which they were made, not misleading. As Since December 31, [fiscal year prior to issuance of their respective datesShares], the financial statements included in Company has timely filed with the Purchaser Parent SEC Reports (x) comply all SEC Filings and all such SEC Filings complied in all material respects with all applicable accounting requirements and with the published rules and regulations of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, and Exchange Commission with respect thereto, the noblxx xxxreunder. The audited financial statements of the Company included or incorporated by reference in the [fiscal year prior to issuance of Shares] Annual Report to the Stockholders (ythe "Annual Report") were and the unaudited financial statements contained in the Quarterly Reports on Form 10-Q each have been prepared in accordance with such acts and rules and with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved indicated therein and with each other (except as may be indicated therein or in the notes thereto or, in and except that the case of unaudited statements, subject to normal year-end audit interim financial statements may not contain all footnotes and adjustments or otherwise as permitted required by Form 10-Q United States generally accepted accounting principles) and fairly present the financial condition of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent Company as of at the dates thereof and the consolidated results of its operations and statements of cash flows for the periods then ended., subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Except as reflected in such financial statements, the Company has no material liabilities, absolute or contingent, other than ordinary course liabilities incurred since the date of the last such financial statements in connection with the conduct of the business of the Company Since December 31, [fiscal year prior to issuance of Shares], except as set forth in the Company's SEC Filings, there has been no:

SEC Reports. Purchaser Parent Acquiror has filed with the SEC all registration statements, proxy statements and made available to Seller via XXXXX all formsother statements, reports reports, schedules, forms and other documents publicly (including all exhibits, financial statements and the schedules thereto, and all other information incorporated by reference) required to be filed by Purchaser Parent it with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 20192018. All such formsregistration statements, reports proxy statements, and other statements, reports, schedules, forms and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein as amended at least one (including those that Purchaser Parent may file after the date hereof and 1) Business Day prior to the Closing Agreement Date) , together with the Acquiror 2018 10-K, are referred to herein as the “Purchaser Parent Acquiror SEC Reports.” The Purchaser Parent Documents”. To Acquiror’s knowledge, none of the Acquiror SEC Reports Documents filed prior to the Agreement Date is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of Acquiror. As of the time it was filed with the SEC (aor, if amended or superseded by a filing at least one (1) were filed Business Day prior to the Agreement Date, then on a timely basis, the date of such filing): (bi) comply each of the Acquiror SEC Documents complied in all material respects with the applicable requirements of the Exchange Securities Act and the rules Exchange Act, as it may be amended from time to time and regulations (ii) none of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent Acquiror SEC Report), (i) in the case of any registration statement, contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesFor purposes hereof, the financial statements included in “Acquiror 2018 10-K” means the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and Acquiror’s annual report on Form 10-K for the fiscal year ended December 31, 2018 to be filed with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orSEC, in the case of unaudited statementsform previously provided to the Company, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject which will not be modified in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all any material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedrespect.

SEC Reports. Purchaser Parent has filed and made available to Seller via XXXXX with the Commission all forms, reports reports, schedules, statements and other documents publicly required to be filed by Purchaser Parent with the Securities it and Exchange Commission its subsidiaries under the Exchange Act, Act or the Securities Act since January 1, 20191994 (as such documents have been amended since the time of their filing, collectively, the "PURCHASER SEC DOCUMENTS"). All such formsAs of their respective dates or, reports and other documentsif amended, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after as of the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and last such amendment, the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), Documents (i) in the case of any registration statement, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. As Each of their respective dates, the consolidated financial statements (the "PURCHASER FINANCIAL STATEMENTS") included in the Purchaser Parent SEC Reports (x) Documents have been prepared from, and are in accordance with, the books and records of Purchaser and/or its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities thereto) and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows of Purchaser and its consolidated subsidiaries as at the dates thereof or for the periods then endedpresented therein. Purchaser has delivered to each of the Company and the Stockholders a correct and complete copy of each Purchaser SEC Document (together with all exhibits and schedules thereto and as amended to date) filed since January 1, 1996. Since the date of the most recent Purchaser SEC Document, there has been no material adverse change in the business (as presently conducted or presently expected to be conducted), financial condition or results of operations of Purchaser and its subsidiaries, taken as a whole.

SEC Reports. Purchaser Parent CER has filed and made available all reports required to Seller via XXXXX all forms, reports and other documents publicly be filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019through the period ended December 31, 2009. All such formsThe Annual Report for the year ended December 31, 2009 was not filed timely, and the Quarterly Reports for the three quarters ending during the year 2010 have not been filed and are late. CER is currently delinquent in its obligations to file its SEC Reports. Such reports required to be filed and other documentsas filed by CER under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any audited materials filed or unaudited financial statements and furnished by CER under the Exchange Act, whether or not any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) such reports were required are being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent and, together with this Loan Agreement, the “Disclosure Materials”. As of their respective dates, the SEC Reports (a) were when filed on a timely basis, (b) comply by CER complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at the time they were when filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)CER, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The consolidated financial statements of CER and its consolidated subsidiaries and affiliated controlled companies included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) thereto as in effect at the time of filing. Such financial statements were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements, the notes thereto or, in the case of and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent CER and its consolidated subsidiaries and affiliated controlled companies as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. All material agreements to which CER or any Subsidiary is a party or to which the property or assets of CER or any Subsidiary are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC.

SEC Reports. Purchaser Parent Since January 1, 1998, to the best of its knowledge Buyer has ----------- filed and made available to Seller via XXXXX all required forms, reports and other documents publicly filed by Purchaser Parent ("Buyer SEC Reports") with the Securities and Exchange Commission under (the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior "SEC") required to be filed by it pursuant to the Closing Date) are referred to herein as federal securities laws and the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisrules and regulations thereunder, (b) comply all of which have complied in all material respects with the all applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations interpretive releases promulgated thereunder. None of the Securities and Exchange Commission thereunder and (c) did notsuch Buyer SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact fact, or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the consolidated balance sheets in or incorporated by reference into the Buyer SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the related consolidated statements included of operations and retained earnings and cash flows or equivalent statements in the Purchaser Parent Buyer SEC Reports (xincluding any related notes and schedules) comply in all material respects with applicable accounting requirements fairly presents or will fairly present the results of operations, retained earnings and with cash flows, as the published rules and regulations case may be, of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during entity or entities to which it relates for the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present period set forth therein (subject in the case of unaudited statements interim statements, to normal, recurring and year-end normal yearend audit adjustments) in all material respects each case in accordance with generally- accepted accounting principles applicable to the particular entity consistently applied throughout the periods involved, except as may be noted therein; and independent certified public accountants for Buyer have rendered or will render an unqualified opinion with respect to each audited financial statement included in the Buyer SEC Reports. The consolidated financial position of Purchaser Parent statements included in the Buyer SEC Reports are hereinafter sometimes collectively referred to as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended"Buyer Financial Statements."

SEC Reports. Purchaser Parent Buyer is registered under the provisions of Section 12(g) or 15(d) of the Exchange Act, has filed and made available to Seller via XXXXX all forms, reports reports, schedules, registration statements, proxy statements and other documents publicly (including any document required to be filed as an exhibit thereto) required to be filed by Purchaser Parent Buyer with the Securities and Exchange Commission under (“ SEC”) since December 31, 2003 and to the Exchange ActCompany’s actual knowledge has filed all forms, since January 1reports, 2019schedules, registration statements, proxy statements and other documents (including any document required to be filed as an exhibit thereto) required to be filed by Buyer with the SEC prior to December 31, 2003. All such required forms, reports reports, schedules, registration statements, proxy statements and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein documents (including those that Purchaser Parent Buyer may file after subsequent to the date hereof and prior to the Closing Datehereof) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent As of their respective dates the SEC Reports (aincluding any financial statements or schedules included or incorporated by reference therein), and to the Company’s actual knowledge with respect to SEC Reports (including any financial statements or schedules included or incorporated by reference therein) filed prior to December 31, 2003, (i) were filed on a timely basis, (b) comply 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 of the Securities and Exchange Commission SEC thereunder applicable to such SEC Reports and (cii) did not, not at the time they were filed (except to the extent corrected or if amended or superseded by a subsequent Purchaser Parent SEC Report)filing prior to the date of this Agreement, (ithen on the date of such filing) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, Buyer’s Common Stock is listed on the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)OTC Bulletin Board, and (z) fairly Buyer is not aware of any facts which would make Buyer’s Common Stock ineligible for quotation on the OTC Bulletin Board, nor has Buyer received any notice that Buyer Common Stock will be, or is reasonably likely to be, delisted from the OTC Bulletin Board. Buyer has taken no action, and has not failed to take any action, and has no present (subject in intention to take or fail to take any action, which would cause Buyer Common Stock to be delisted for trading on the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedOTC Bulletin Board.

SEC Reports. Purchaser Parent Pittencrieff has filed and made available to Seller via XXXXX all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms("SEC") all proxy statements, reports and other documentsdocuments required to be filed by it under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") (including any audited or unaudited financial interim reports required to be filed), and Pittencrieff has furnished to AMI copies of its Annual Report on Form 10-K for the fiscal year ended December 31, 1994, its quarterly report on Form 10-Q for the quarter ended June 30, 1995, and all final proxy statements and any notes thereto or schedules included therein reports filed by Pittencrieff under the Exchange Act since June 30, 1993, each as filed (including those that Purchaser Parent may file after collectively, the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent "SEC Reports.” The Purchaser Parent "). Each SEC Reports (a) were filed on a timely basis, (b) comply Report was in compliance in all material respects with the applicable requirements of the Exchange Act its respective form, and the rules and regulations none of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Purchaser Parent SEC Reports (xthe "Pittencrieff Financial Statements") comply in all material respects with applicable accounting requirements are true and with the published rules correct and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent Pittencrieff and the Pittencrieff Subsidiaries as of the dates thereof and the consolidated results of its operations and operations, cash flows and changes in financial position or other information included therein for the periods then endedor as of the dates thereof in each case in accordance with GAAP, and in each case in accordance with past practice during the periods involved (except as otherwise stated therein and except for normal recurring adjustments for interim periods, and that the unaudited Financial Statements do not have complete footnotes). Except and to the extent reflected or reserved against in the Pittencrieff Financial Statements, neither Pittencrieff nor any Pittencrieff Subsidiary has any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due, for the periods covered thereby. Pittencrieff does not know or have reasonable grounds to know of any basis for the assertion against Pittencrieff or any Pittencrieff Subsidiary of any claim or liability of any nature or in any amount not fully reflected or reserved against in the Pittencrieff Financial Statements for the periods provided, whether or not previously disclosed to AMI. 5.19.

SEC Reports. Purchaser Parent The Company has filed and previously made available to Seller via XXXXX all formsthe Purchaser true and complete copies of its (i) Annual Report on Form 10-K for its fiscal year ended December 31, 2004, (ii) Current Reports on Form 8-K filed on January 5, 2005, January 19, 2005, January 28, 2005, February 1, 2005, February 17, 2005 and March 8, 2005 and (iii) any other reports and other documents publicly or registration statements filed by Purchaser Parent the Company with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms2005, reports and other documentsexcept for preliminary material, including any audited or unaudited financial statements and any notes thereto or schedules included therein which are all the documents that the Company was required to file since that date (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as collectively, the “Purchaser Parent SEC Reports.” The Purchaser Parent ”). As of their respective dates, the SEC Reports (a) were filed on a timely basis, (b) comply complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission thereunder and (c) applicable to such SEC Reports. As of their respective dates, the SEC Reports, when read together with previously filed SEC Reports, did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, except as updated, corrected or superseded by subsequently filed SEC Reports. As of their respective datesExcept as may be indicated therein or in the notes thereto, the audited consolidated financial statements and unaudited interim financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities covered thereby and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position condition of Purchaser Parent the Company as of the dates thereof indicated and the consolidated results of its operations operations, changes in stockholders’ equity and cash flows of the Company for the periods then endedperiod indicated. Since December 31, 2004, there has been no change in the assets, liabilities, financial condition, operating results or business of the Company and its Subsidiaries, taken as a whole, from that reflected in the audited consolidated financial statements and unaudited interim financial statements of the Company included in the SEC reports, except as set forth in the Disclosure Schedule or changes in the ordinary course of business that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SEC Reports. Purchaser Parent The Parent, since its formation, has filed and made available to Seller via XXXXX all forms, reports reports, schedules, statements, registrations statements, prospectuses and other documents publicly required to be filed or furnished by Purchaser the Parent with the SEC under the Securities and Exchange Commission under Act and/or the Exchange Act, since January 1together with any amendments, 2019. All restatements or supplements thereto, and will file all such forms, reports reports, schedules, statements and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after documents required to be filed subsequent to the date hereof and prior of this Agreement. Parent has furnished or made available to the Closing DateCompany and the Company Member complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC, which contained audited balance sheets of Parent as of December 31, 2017 and 2016, and the related statements of operations, changes in stockholders’ equity/(deficit) and cash flows for the years then ended; (b) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2018, June 30, 2018, and September 30, 2018, as filed with the SEC, to disclose its quarterly financial results for such period; and (c) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by Parent with the SEC (such reports are collectively referred to herein as the “Purchaser Parent Reports”). The Parent Reports include all of the documents required to be filed by Parent with the SEC Reports.” under the Exchange Act, through the date of this Agreement. The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act , as the case may be, and the rules and regulations thereunder. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Parent Reports. The Parent Reports did not, as of their respective effective dates (in the case of Parent Reports that are registration statements filed pursuant to the requirements of the Securities Act) and Exchange Commission thereunder and (c) did not, at the time they were filed with the SEC (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, all other Parent Reports) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent has previously delivered to ETG a copy of each (a) final registration statement and prospectus of Parent filed and made available to Seller via XXXXX all formssince January 1, reports and other documents publicly filed by Purchaser Parent 1997 with the SEC pursuant to the Exchange Act or the Securities Act, (b) definitive proxy statement for the year ended October 31, 1998, Form 10-KSB for the fiscal year ended October 31, 1997, Forms 10-QSB for the first three quarters of fiscal 1998, including all amendments thereto, filed with the SEC, and Exchange Commission (c) all Forms 8-K of Parent since July 31, 1998, including all amendments thereto, filed with the SEC (collectively, the "Parent SEC Reports"). Parent has timely filed (either by the required filing date or pursuant to Rule 12b-25 promulgated under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser all Parent SEC Reports (a) were and other documents required to be filed on a timely basis, (b) comply in all material respects with by it under the applicable requirements of Securities Act and the Exchange Act and and, as of their respective dates, all Parent SEC Reports complied with all of the rules and regulations of the Securities and Exchange Commission thereunder and (c) did notSEC with respect thereto. As of their respective dates, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser no such Parent SEC Report), (i) in the case of any registration statement, contain Reports or communications contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading. As Parent has made available to ETG true and complete copies of their respective datesall amendments and modifications to all agreements, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements documents and other instruments which previously had been filed with the published rules SEC by Parent and regulations of the Securities and Exchange Commission with respect theretowhich are currently in effect. Except as set forth on Schedule 5.9 annexed hereto, (y) were prepared in accordance with United States generally accepted accounting principles applied since July 31, 1998, there has not been any Material Adverse Effect on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedParent.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via XXXXX all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Company under the Securities Act and Exchange Commission under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since January 1, 2019. All such forms, reports and other documents2012 (the foregoing materials, including any audited or unaudited financial statements the exhibits thereto and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent "SEC Reports.” The Purchaser Parent ") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports (ai) were filed on a timely basis, (b) comply complete and accurate in all material respects with the applicable requirements and none of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did notSEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports misleading and (xii) comply complied in all material respects with applicable accounting the requirements and with the published rules and regulations of the Securities Act and the Exchange Commission with respect theretoAct, as applicable. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (yi) were prepared there has been no event, occurrence or development that has had or that would reasonably be expected to result in accordance with United States generally accepted accounting principles applied on a consistent basis during Material Adverse Effect, (ii) the periods involved Company has not incurred any material liabilities (except as may be indicated contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the notes thereto or, ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the case Company’s financial statements pursuant to GAAP or disclosed in filings made with the SEC, (iii) the Company has not altered its method of unaudited statementsaccounting, subject (iv) the Company has not declared or made any dividend or distribution of cash or other property to normal year-end audit adjustments its stockholders or otherwise as permitted by Form 10-Q purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and except for this Agreement and for dividends made in respect of the Securities and Exchange Commission)Company's Series A Convertible Preferred Stock, and (zv) fairly present (subject in the case of unaudited statements Company has not issued any equity securities to normalany officer, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endeddirector or Affiliate, except pursuant to existing Company stock option plans.

SEC Reports. Purchaser Parent The Company has filed and previously made available to Seller via XXXXX all formsthe Purchasers true and complete copies of its (i) Annual Report on Form 10-K (as amended by Amendment No. 1 thereto on Form 10-K/A) for its fiscal year ended December 31, 2001, (ii) Quarterly Reports on Form 10-Q for its quarterly periods ended March 31, 1999, June 30, 1999 (as amended by Amendments No. 1 and No. 2 thereto on Form 10-Q/A) and September 30, 1999, (iii) Current Reports on Form 8-K dated July 16, 2002, August 13, 2002 and October 4, 2002, (iv) definitive proxy statement for its 2002 annual stockholders meeting, and (v) any other reports and other documents publicly or registration statements filed by Purchaser Parent the Company with the Securities and Exchange Commission under (the Exchange Act, “Commission”) since January 1, 2019. All such forms2002, reports and other documentsexcept for preliminary material, including any audited or unaudited financial statements and any notes thereto or schedules included therein which are all the documents that the Company was required to file since that date (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as collectively, the “Purchaser Parent SEC Reports.” The Purchaser Parent ”). As of their respective dates, the SEC Reports (a) were filed on a timely basis, (b) comply complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission thereunder and (c) applicable to such SEC Reports. As of their respective dates, the SEC Reports, when read together with previously filed SEC Reports, did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, except as updated, corrected or superceded by subsequently filed SEC Reports. As of their respective datesExcept as may be indicated therein or in the notes thereto, the audited consolidated financial statements and unaudited interim financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities covered thereby and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position condition of Purchaser Parent the Company as of the dates thereof indicated and the consolidated results of its operations operations, changes in stockholders’ equity and cash flows of the Company for the periods then ended.period

SEC Reports. Purchaser Parent The Company has filed or furnished (as applicable) all registration statements, forms, reports, certifications and made available other documents required to Seller via XXXXX all be filed by the Company with the SEC since January 1, 2008. All such registration statements, forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those filed or furnished by the Company during such period, whether or not required to be so filed or furnished, and that Purchaser Parent the Company may file after the date hereof and prior to until the Closing DateClosing) are referred to herein as the “Purchaser Parent Company SEC Reports.,” The Purchaser and the Company has made available to the Parent copies of all Company SEC Reports to the extent not available on the SEC’s XXXXX system. The Company SEC Reports, after giving effect to any amendments or supplements thereto, (ai) were or will be filed on a timely basis, (bii) at the time filed, complied, or will comply when filed, as of each respective filing date as to form in all material respects with the applicable requirements of the Exchange Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder Act applicable to such Company SEC Reports and (ciii) did not, not or will not at the time they were or are filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent such Company SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. As The Company has made available to Parent copies of their respective datesall comment letters received from the SEC and relating to Company SEC Reports for the period from January 1, 2008 through the date of this Agreement and copies of all responses thereto to the extent not available on the SEC’s XXXXX system. Prior to the Closing, the financial statements included in Company will make available to Parent copies of all comment letters received from the Purchaser Parent SEC and relating to Company SEC Reports for the period from the date of this Agreement through the Closing Date and copies of all responses thereto to the extent not available on the SEC’s XXXXX system. There are (xa) comply in all material respects no outstanding or unresolved comments from the SEC staff with applicable respect to the Company SEC Documents and (b) no ongoing SEC inquiries or investigations regarding accounting requirements and with the published rules and regulations practices of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied Company. Section 3.5 of the Company Disclosure Schedule lists all effective registration statements filed by the Company on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments Form S-3 or Form S-8 or otherwise as permitted by Form 10-Q of relying on Rule 415 under the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedAct.

SEC Reports. Purchaser Parent has filed and made available all reports, if any, required to Seller via XXXXX all forms, reports and other documents publicly be filed by Purchaser Parent with the Securities and Exchange Commission under (the "SEC") pursuant to the Exchange ActAct since its --- initial public offering on July 27, since January 12000 (all such reports, 2019the "Parent SEC ---------- Reports"). All of such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) complied at the time they were filed on a timely basis, (b) comply ------- in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser such Parent SEC ReportReports, as of their respective dates (as amended through the date hereof), (i) in contained or, with respect to Parent SEC Reports filed after the case of any registration statementdate hereof and before the Closing Date, contain will contain, any untrue statement of a material fact or omit omitted or, with respect to Parent SEC Reports filed after the date hereof and before the Closing Date, will omit, to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The audited financial statements of Parent included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, and such audited financial statements (a) were prepared from the books and records of Parent, (b) were prepared in accordance with U.S. GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (c) present a true and fair view in all material respects of the financial position of Parent as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the Parent SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (x) were prepared from the books and records of Parent, (y) were prepared in accordance with United States generally accepted accounting principles applied U.S. GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), schedules thereto) and (z) present fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties shall also be deemed to be made with respect to all filings by Parent made with the SEC on or before the Closing Date.

SEC Reports. Purchaser Parent (a) 1st Constitution has filed and made available to Seller via XXXXX all formsreports, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Actschedules, since January 1registration statements, 2019. All such forms, reports prospectuses and other documents, including any audited together with amendments thereto, required to be filed with the SEC since December 31, 2013 (the “1st Constitution Reports”). Except as set forth in Section 4.7(a) of the 1st Constitution Disclosure Schedule, as of their respective dates of filing with the SEC (or, if amended or unaudited financial statements superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the 1st Constitution Reports complied, and any notes thereto or schedules included therein (including those that Purchaser Parent may file after each 1st Constitution Report filed subsequent to the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisEffective Time will comply, (b) comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the rules Xxxx-Xxxxx Xxxx Street Reform and regulations of the Securities Consumer Protection Act and Exchange Commission thereunder and (c) did not or will not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in as the case of any registration statementmay be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesThere are no outstanding comments from, or unresolved issues raised by, the financial statements included in SEC with respect to any of the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and 1st Constitution Reports. None of 1st Constitution’s Subsidiaries is required to file periodic reports with the published rules and regulations SEC pursuant to Sections 13 or 15(d) of the Securities and Exchange Commission with Act. No executive officer of 1st Constitution has failed in any respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during to make the periods involved (except as may be indicated in the notes thereto or, in the case certifications required of unaudited statements, subject to normal year-end audit adjustments him or otherwise as permitted by Form 10-Q her under Sections 302 or 906 of the Securities Xxxxxxxx-Xxxxx Act and Exchange Commission)to the Knowledge of 1st Constitution, and (z) fairly present (subject no enforcement action has been initiated against 1st Constitution or its officers or directors by the SEC relating to disclosures contained in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedany 1st Constitution Report.

SEC Reports. Purchaser Parent DSKX has filed and furnished or made available to Seller via XXXXX all formsPHMD complete and accurate copies, reports and other documents publicly filed by Purchaser Parent with as amended or supplemented, of its (a) Registration Statements for registering securities under the Securities Act, and Exchange Commission (b) all reports required to be filed under the Exchange Act, since January 1including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2019. All 2014 and 2013, as filed with the SEC, which contained audited balance sheets of DSKX as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by DSKX under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after of the date hereof and prior to foregoing filings with the Closing Date) SEC are collectively referred to herein as the “Purchaser Parent DSKX SEC Reports.” ”). The Purchaser Parent DSKX SEC Reports constitute all of the documents required to be filed or furnished by DSKX with the SEC, including under Section 13 or subsections (a) were filed on a timely basisor (c) of Section 14 of the Exchange Act, (b) comply through the date of this Agreement. The DSKX SEC Reports 50 have complied and remain compliant in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the Securities date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the DSKX SEC Reports. As of their respective dates, the DSKX SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and Exchange Commission thereunder and (c) did notthey currently do not contain, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As None of their respective datesthe DSKX Subsidiaries is required to file or furnish any forms, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and reports or other documents with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSEC.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via XXXXX all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange Act, including pursuant to Section l3(a) or 15(d) thereof, since January 1, 2019. All such forms, reports and other documents2010 (the foregoing materials, including any audited or unaudited financial statements the exhibits thereto and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed ”), on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective filing dates, (b) comply the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities Commission promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesOn April 26, 2012, the financial statements included Company filed an S-4 Registration Statement in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and connection with the published rules proposed merger of KeySource Financial Inc. with and regulations into the Company according to the terms of an Agreement and Plan of Merger dated December 21, 2011; such registration statement contains important information about the Company’s Common Stock and certain other material information about the Company. The Company advises any Purchaser to read such registration statement, in particular the sections entitled “Risk Factors,” “Description of BNC Capital Stock” and “Information about BNC.” On April 16, 2012, the Company filed a Definitive Proxy Statement in connection with the proposed (i) amendment to the Company’s Articles of Incorporation to create a class of non-voting common stock; (ii) amendment to the Company’s Articles of Incorporation to amend the terms of the Securities and Exchange Commission with respect theretoCompany’s Mandatorily Convertible Non-voting Preferred Stock, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)Series B, and (ziii) fairly present (subject issuance of non-voting common stock to Aquiline; such Proxy Statement contains important information about the Company. The SEC Reports, including the documents incorporated by reference in the case each of unaudited statements to normalthem, recurring and year-end audit adjustments) in each contained substantially all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and information required to be included in it. No executive officer of the consolidated results Company has failed in any respect to make the certifications required of its operations and cash flows for him or her under Section 302 or 906 of the periods then endedXxxxxxxx-Xxxxx Act of 2002.

SEC Reports. Purchaser Parent (a) 1st Constitution has filed and made available to Seller via XXXXX all formsreports, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Actschedules, since January 1registration statements, 2019. All such forms, reports prospectuses and other documents, including any audited together with amendments thereto, required to be filed with the SEC since December 31, 2009 (the “1st Constitution Reports”). As of their respective dates of filing with the SEC (or, if amended or unaudited financial statements superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the 1st Constitution Reports complied, and any notes thereto or schedules included therein (including those that Purchaser Parent may file after each 1st Constitution Report filed subsequent to the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisEffective Time will comply, (b) comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Xxxxxxxx-Xxxxx Act of 2002 and the rules Xxxx-Xxxxx Xxxx Street Reform and regulations of the Securities Consumer Protection Act and Exchange Commission thereunder and (c) did not or will not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in as the case of any registration statementmay be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesThere are no outstanding comments from, or unresolved issues raised by, the financial statements included in SEC with respect to any of the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and 1st Constitution Reports. None of 1st Constitution’s Subsidiaries is required to file periodic reports with the published rules and regulations SEC pursuant to Sections 13 or 15(d) of the Securities and Exchange Commission with Act. No executive officer of 1st Constitution has failed in any respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during to make the periods involved (except as may be indicated in the notes thereto or, in the case certifications required of unaudited statements, subject to normal year-end audit adjustments him or otherwise as permitted by Form 10-Q her under Sections 302 or 906 of the Securities Xxxxxxxx-Xxxxx Act of 2002 and Exchange Commission), and (z) fairly present (subject to the Knowledge of 1st Constitution no enforcement action has been initiated against 1st Constitution or its officers or directors by the SEC relating to disclosures contained in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedany 1st Constitution Report.

SEC Reports. Purchaser Parent The Company has filed all registration statements and made available all reports required to Seller via XXXXX all forms, reports and other documents publicly be filed by Purchaser Parent with it under the Securities Act and the Exchange Commission Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve (12) months preceding the date hereof, or such shorter period of time that the Company was subject to such filing requirements, on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein for the twelve (including those that Purchaser Parent may file after 12) months preceding the date hereof or such shorter period of time that the Company was subject to such filing requirements. The Company’s registration statement on Form S-1 (file no.: 333-188209), as declared effective by the SEC on August 21, 2013, as supplemented by the final prospectus filed with the SEC on August 22, 2013, and prior such reports required to be filed by the Closing DateCompany under the Exchange Act, including pursuant to Section 13(a) are or 15(d) thereof, together with any materials filed or furnished by the Company under the Exchange Act, whether or not any such reports were required being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”. As of their respective dates, the SEC Reports (a) were filed on a timely basis, (b) comply by the Company complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at when filed by the time they were filed (except to Company or declared effective by the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)SEC, (i) in the case of any registration statementstatement filed pursuant to the Securities Act, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements, the notes thereto or, in the case of and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC.

SEC Reports. Purchaser Parent The Company has filed and made available to Seller via XXXXX all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Company under the Securities Act and Exchange Commission under the Exchange Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and prior to the Closing Date) are documents incorporated by reference therein, being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent ”). As of their respective dates, the SEC Reports (a) were filed on a timely basis, (b) comply complied in all material respects with the applicable requirements of the Exchange Securities Act and the rules Exchange Act, as applicable, and regulations none of the Securities and Exchange Commission thereunder and (c) did notSEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The consolidated financial statements of the Company and its consolidated Subsidiaries included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were thereto as in effect at the time of filing. The financial statements included in the SEC Reports have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of and except that unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted financial statements may not contain all footnotes required by Form 10-Q of the Securities and Exchange Commission)GAAP, and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The agreements and documents described in the SEC Reports conform in all material aspects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and the rules and regulations thereunder to be described in the SEC Reports or to be filed with the Commission as exhibits to the SEC Reports, that have not been so described or filed.

SEC Reports. Purchaser Parent Bedford has filed previously delivered to the Itrade Members a true and made available complete copy of its Form 10-K for the fiscal year ended December 31, 2000 and its Form 10-Q for the quarter ended March 31, 2001 (the "SEC Documents"). Prior to Seller via XXXXX all formsthe Closing, reports Bedford will furnish the Itrade Members with true and other documents publicly complete copies of any additional document filed by Purchaser Parent Bedford with the Securities and Exchange Commission under SEC. As of the Exchange Actfiling date, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply Documents complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, Document does not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a document subsequently filed by Bedford with the SEC, a copy of which shall be delivered to the Itrade Members prior to closing. As of their respective dates, the The financial statements of Bedford, including the notes thereto, included in the Purchaser Parent SEC Reports Document (xthe "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities thereto) and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of Bedford at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. There has been no change in Bedford' accounting policies or estimates except as described in the notes to the Financial Statements. Bedford has no material obligations other than (i) those set forth in the Financial Statements and (ii) those not required to be set forth in the Financial Statements under generally accepted accounting principals.

SEC Reports. Purchaser Parent Acquiror has furnished the Company with copies of its Annual Report on Form 10-K for the fiscal year ended September 30, 2004, Quarterly Reports on Form 10-Q for the quarters ended December 28, 2003, March 28, 2004 and June 27, 2004 and all other reports or registration statements filed and made available to Seller via XXXXX by Acquiror with the SEC under applicable Laws since September 30, 2003 (all forms, such reports and other documents publicly registration statements being herein collectively called the “Acquiror SEC Filings”), each as filed by Purchaser Parent with the Securities SEC. Except the fact that Part III, Item 12 of the Form 10-K was incomplete and Exchange Commission under needed to be amended, each such Acquiror SEC Filing when it became effective or was filed with the Exchange ActSEC, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act, as applicable, and the rules and regulations of the Securities and Exchange Commission SEC thereunder and (c) each Acquiror SEC Filing did notnot on the date of effectiveness or filing, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in as the case of any registration statementmay be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Acquiror has made all filings required to be made under the Exchange Act for the twelve (12) months prior to the date of their respective dates, the this Agreement. The financial statements of Acquiror included in the Purchaser Parent Acquiror SEC Reports (x) comply Filings complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except expect as may be indicated in the notes thereto or, in the case of the unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form Rule 10-Q 01 of Regulation S-X of the Securities SEC) and Exchange Commission), and (z) fairly present in all material respects in accordance with applicable requirements of GAAP (subject subject, in the case of the unaudited statements statements, to normal, recurring and year-end audit adjustments, none of which will be material) in all material respects the consolidated financial position of Purchaser Parent Acquiror and its consolidated subsidiaries as of the their respective dates thereof and the consolidated results of its operations and the consolidated cash flows of Acquiror and its consolidated subsidiaries for the periods then endedpresented therein. The Chief Executive Officer and the Chief Financial Officer of Acquiror have signed, and Acquiror has filed with the SEC, all certifications required by Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither Acquiror nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 4.5, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied otherwise made available to the SEC.

SEC Reports. Purchaser Parent The Company's Common Stock is listed on the NASDAQ Small Cap Market and has filed and made available to Seller via XXXXX all forms, reports and other documents publicly filed by Purchaser Parent been duly registered with the SEC under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). The trading symbol for the Company's Common Stock is "AQCR." Since the date of the filing by the Company of its initial registration statement with the SEC, the Company has timely filed all reports, registrations, proxy or information statements and all other documents, together with any amendments required to be made thereto, required to be filed with the SEC under the Securities Act and the Exchange Commission Act (collectively, the "SEC REPORTS"). The Company previously has furnished to Purchaser true copies of all the SEC Reports, together with all exhibits thereto that Purchaser has requested, and the Company's annual report to stockholders for the year ended December 31, 1996, which annual report meets the requirements of Rule 14a-3 or 14e-3 under the Exchange Act, since January 1, 2019Act (the "ANNUAL REPORT"). All such forms, reports and other documents, including any audited or unaudited The financial statements and any notes thereto contained in the SEC Reports fairly presented (or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein will fairly present, as the “Purchaser Parent SEC Reports.” The Purchaser Parent case may be) the financial position of the Company as of the dates mentioned and the results of operations, changes in stockholders' equity and changes in financial position or cash flows for the periods then ended in conformity with GAAP applied on a consistent basis throughout the periods involved. As of their respective dates, the SEC Reports complied (aor will comply, as the case may be) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the all rules and regulations of promulgated by the Securities SEC and Exchange Commission thereunder and did not (c) did or will not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in as the case of any registration statement, may be) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent has filed and made available to Seller via XXXXX all required forms, and reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 2019. All such forms2001 (collectively, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser ”), all of which were prepared in all material respects in accordance with the Securities Laws. As of their respective dates, Parent SEC Reports (a) were filed on a timely basis, (b) comply complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder Laws and (cb) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements consolidated balance sheets of Parent included in the Purchaser or incorporated by reference into Parent SEC Reports (x) comply in all material respects with applicable accounting requirements including the related notes and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (zschedules) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) presents in all material respects the consolidated financial position of Purchaser Parent and Parent Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Parent included in or incorporated by reference into Parent SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Parent and Parent Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and normal year-end audit adjustments which would not be material in amount or effect. No Parent Subsidiary is required to file any form or report with the SEC. The certificates of the Chief Executive Officer and Chief Financial Officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Act with respect to Parent SEC Reports, as applicable, are true and correct as of the dates thereof date of this Agreement as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the consolidated results procedures in accordance with their terms and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of its operations and cash flows for the periods then endedExchange Act.

SEC Reports. Purchaser Parent PubCo has timely filed all reports, schedules, forms, registration statements and other documents as required by the SEC (the "SEC") and PubCo has delivered or made available to Seller via XXXXX the Dyna all reports, schedules, forms, reports registration statements and other documents publicly filed by Purchaser Parent with the Securities SEC (collectively, and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports in each case including all exhibits and other documents, including any audited or unaudited financial statements schedules thereto and any notes thereto or schedules included documents incorporated by reference therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent PubCo SEC Reports.” The Purchaser Parent Documents"). As of their respective dates, the PubCo SEC Reports (a) were filed on a timely basis, (b) comply Documents complied 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 of the Securities SEC promulgated thereunder applicable to such PubCo SEC Documents, and Exchange Commission thereunder none of the PubCo SEC Documents (including any and (call consolidated financial statements included therein) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case as of any registration statement, contain such date contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of their respective dateswhich has been provided to the Company prior to the date of this Agreement), none of the PubCo SEC Documents, to the knowledge of the PubCo's management, contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of PubCo included in the Purchaser Parent such PubCo SEC Reports (x) Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were have been prepared in accordance with United States U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities thereto) and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent PubCo and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and changes in cash flows for the periods then endedended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by PubCo's independent accountants). Except as set forth in the PubCo SEC Documents, at the date of the most recent audited financial statements of PubCo included in the PubCo SEC Documents, PubCo has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to PubCo.

SEC Reports. Purchaser Parent NeoStem has filed and made available to Seller via XXXXX all forms, reports and other documents publicly required to be filed by Purchaser Parent it with the SEC since December 31, 2007 (the “NeoStem Audit Date”) (including, without limitation, NeoStem’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on March 28, 2008, as amended by Amendment No. 1 to the Annual Report on Form 10-K/A filed with the SEC on April 29, 2008, and NeoStem’s Quarterly Report on Forms 10-Q for the quarters ended March 31 and June 30, 2008 and all certifications and statements required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. §1350 (Section 906 of SOX) with respect to any Annual Reports or Proxy Statements, and Current Reports on Form 8-K), pursuant to the federal securities laws and the SEC’s rules and regulations thereunder, and SOX and all rules and regulations thereunder (collectively, and together with all forms, reports and documents filed by NeoStem with the SEC after December 31, 2007, including any amendments thereto, the “NeoStem SEC Reports”). Except as set forth in Section 4.10 of the NeoStem Disclosure Statement, NeoStem SEC Reports were or will, as applicable, be prepared in accordance with the requirements of the Securities Act and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. As of the Securities and Exchange Commission thereunder and (c) did nottheir respective dates, at the time they were filed (except to the extent corrected none of NeoStem SEC Reports, including, without limitation, any financial statements or superseded by a subsequent Purchaser Parent SEC Report)schedules included therein, (i) in the case of any registration statementcontained or will contain, contain as applicable, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were or are made, as applicable, made, not misleading. No Subsidiary of NeoStem is or has been required to file any form, report, registration statement or other document with the SEC. -31- 4.11 Disclosure Controls and Procedures. NeoStem maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such controls and procedures are effective to ensure that all material information concerning NeoStem and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of NeoStem’s filings with the SEC and other public disclosure documents. As of their respective datesused in this Section 4.11, the financial statements included term “file” shall be broadly construed to include any manner in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect theretowhich a document or information is furnished, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments supplied or otherwise as permitted by Form 10-Q of made available to the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.SEC. 4.12

SEC Reports. Purchaser Parent The Company has timely filed and made available to Seller via XXXXX all forms, documents, proxy statements and reports and other documents publicly with the SEC required to be filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, Company since January 1, 2019. All 2009 under the Exchange Act and the Securities Act, as the case may be, together with any certificates required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx Act”) (as such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after have been amended since the date hereof and of their filing, the “Company SEC Reports”). As of their respective filing dates, or, if amended or restated prior to the Closing Date) are referred to herein date of this Agreement, as of the “Purchaser Parent SEC Reports.” The Purchaser Parent date of the last such amendment or applicable subsequent filing, the Company SEC Reports (ai) were filed on a timely basis, (b) comply complied in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Exchange Securities Act and the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the Securities and Exchange Commission thereunder SEC thereunder, and (cii) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As None of their respective datesthe Company’s Subsidiaries is currently required to file any forms, schedules, statements, reports or other documents with the SEC. To the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. The consolidated financial statements (including the related notes) of the Company included in the Purchaser Parent Company SEC Reports (xthe “Financial Statements”) comply (i) fairly present in all material respects with applicable accounting requirements and with the published rules and regulations consolidated financial position of the Securities Company and Exchange Commission with respect its consolidated Subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows and changes in stockholders’ equity of the Company and its consolidated Subsidiaries for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein including the notes thereto, ) and (yii) were have been prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commissionthereto), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent Xxxxxxxx has filed and made available all SEC Reports required to Seller via XXXXX all forms, reports and other documents publicly be filed by Purchaser Parent it with the Securities and Exchange Commission under (the Exchange Act"Commission") since December 31, since January 11993, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply all of which have complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder. As of the Securities and Exchange Commission thereunder and their respective dates of filing in final or definitive form (c) did notor, at the time they were filed (except to the extent corrected if amended or superseded by a subsequent Purchaser Parent SEC Reportfiling, then on the date of such subsequent filing), (i) in none of the case SEC Reports of Xxxxxxxx, including, without limitation, any registration statementfinancial statements or schedules included therein, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading. As of their respective dates, the The financial statements (including the related notes) included in the Purchaser Parent SEC Reports (x) comply of Xxxxxxxx complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto otherwise noted therein or, in the case of the unaudited financial statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q the applicable rules and regulations of the Securities Commission and Exchange Commission)fairly presented in all material respects in accordance with applicable requirements of GAAP (subject, and (z) fairly present (subject in the case of the unaudited statements statements, to normal, recurring and year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) in all material respects the consolidated financial position of Purchaser Parent Xxxxxxxx and its consolidated Subsidiaries as of the their respective dates thereof and the consolidated results of its operations and the consolidated cash flows of Xxxxxxxx and its consolidated Subsidiaries for the periods then endedpresented therein. Except as and to the extent set forth or disclosed in the SEC Reports or as set forth on SCHEDULE 3.06, (i) at March 31, 1997, neither Xxxxxxxx nor any Subsidiary had any material liabilities, absolute, accrued or contingent, required by GAAP to be reflected on a balance sheet of Xxxxxxxx or the notes thereto, and (ii) since March 31, 1997, Xxxxxxxx has not incurred any liabilities (absolute, accrued or contingent) which are required by GAAP, to be reflected on a balance sheet of Xxxxxxxx and which individually or in the aggregate, would have a Xxxxxxxx Material Adverse Effect, except liabilities incurred in the ordinary course of business.

SEC Reports. The Purchaser Parent has filed and furnished or made available to Seller via XXXXX the Company complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, Registration Statements”) for registering securities under the Securities Act of 1933, as amended (the “Securities Act”), and (b) all formsreports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Report on Form 10-K for the fiscal years ended December 31, 2014, and 2013, as filed with the SEC, which contained audited balance sheets of the Purchaser as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended Xxxxx 00, 0000 (xxx) all other reports and other documents publicly filed by the Purchaser Parent under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the Securities and Exchange Commission under SEC (such of the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after foregoing filings with the date hereof and prior to the Closing Date) SEC are collectively referred to herein as the “Purchaser Parent SEC Reports.” ”). The Purchaser Parent SEC Reports constitute all of the documents required to be filed or furnished by the Purchaser with the SEC, including under Section 13 or subsections (a) were filed on a timely basisor (c) of Section 14 of the Exchange Act, (b) comply through the date of this Agreement. The Purchaser SEC Reports have complied and remain compliant in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the Securities date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Purchaser SEC Reports. As of their respective dates, the Purchaser SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain, and Exchange Commission thereunder and (c) did notthey currently do not contain, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As None of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and Subsidiaries is required to file or furnish any forms, reports or other documents with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSEC.

SEC Reports. Purchaser Parent Except as set forth on Schedule 3.1(h), the Company has filed and made available to Seller via XXXXX all reports, schedules, forms, reports statements and other documents publicly required to be filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since January 1, 2019. All such forms2008 (the foregoing materials, reports to the extent filed and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and publicly available prior to the Closing Date) are date hereof, including the exhibits thereto and documents incorporated by reference therein, and including any Current Reports on Form 8-K but, in each case, excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer, being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed ”), on a timely basisbasis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Since January 1, 2008, each of the Company and the Subsidiaries has filed all material reports, registrations, documents, filings, statements and submissions together with any required amendments thereto, that it was required to file with any governmental entity (bthe foregoing, collectively, the “Company Reports”) comply and has paid all material fees and assessments due and payable in connection therewith. As of their respective filing dates, the Company Reports complied in all material respects with all statutes and applicable rules and regulations of the applicable governmental entities, as the case may be and as of their respective filing dates, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities Commission promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading or (ii) in misleading. In addition, the case Private Placement Memoranda, as of Purchaser Parent SEC Reports other than registration statementsthe date hereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesthe date of this Agreement, there are no outstanding comments from the financial statements included in Commission or any other governmental entity with respect to any Company Report that were enumerated within such report or otherwise were the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations subject of the Securities and Exchange Commission written correspondence with respect thereto. The Company Reports, (y) were prepared including the documents incorporated by reference in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto oreach of them, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q each contained substantially all of the Securities and Exchange Commission), and (z) fairly present (subject information required to be included in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as it. No executive officer of the dates thereof and Company has failed in any respect to make the consolidated results certifications required of its operations and cash flows for him or her under Section 302 or 906 of the periods then endedXxxxxxxx-Xxxxx Act of 2002.

SEC Reports. Purchaser Parent Litronic has filed and made available to Seller via XXXXX all formsBIZ or its counsel correct and complete copies of each report, reports schedule, registration statement and other documents publicly definitive proxy statement filed by Purchaser Parent Litronic with the Securities and Exchange Commission under SEC on or after June 11, 1999 ("Litronic SEC Documents"), which are all the Exchange Actdocuments (other than preliminary material) that Litronic was required to file with the SEC on or after that date. In addition, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after Litronic has made available to BIZ all exhibits to the Litronic SEC Documents filed prior to the date hereof which are (i) requested by BIZ and (ii) are not available in complete form through XXXXX ("Requested Confidential Exhibits") and will promptly make available to BIZ all Requested Confidential Exhibits to any additional Litronic SEC Documents filed prior to the Closing Date) are referred to herein as Effective Time. As of their respective dates or, in the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports case of registration statements, their effective dates (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or if amended or superseded by a subsequent Purchaser Parent SEC Reportfiling prior to the date of this Agreement, then on the date of such filing), none of the Litronic SEC Documents (iincluding all exhibits and schedules thereto and documents incorporated by reference therein) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, and the financial statements included in the Purchaser Parent Litronic SEC Reports (x) comply Documents complied when filed in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and with the published rules and regulations of promulgated by the Securities SEC thereunder. Litronic has filed all documents and Exchange Commission agreements that were required to be filed as exhibits to the Litronic SEC Documents and all material contracts so filed (and those to be filed with respect thereto, (yany Litronic SEC Documents) were prepared as exhibits are in full force and effect except those which have expired in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto ortheir terms, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q and neither Litronic nor any of the Securities and Exchange Commission), and (z) fairly present (subject Litronic Subsidiaries is in default thereunder. The Litronic Disclosure Schedule lists such material contracts required to be filed with the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSEC that have not yet been filed with any Litronic SEC Documents.

SEC Reports. Purchaser Parent The Company has filed and made available all reports required to Seller via XXXXX all forms, reports and other documents publicly be filed by Purchaser Parent with it under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Commission Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof and including any and all filings required under the Exchange ActSxxxxxxx-Xxxxx Act of 2002, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the two years preceding the date hereof and prior to (the Closing Date) are foregoing materials, as amended, being collectively referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent ”). As of the respective dates of the SEC Reports (a) were filed on a timely basisexcept that, (b) comply with respect to SEC Reports that have been amended, as of the respective dates of the latest amendment thereto), the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act (the “Exchange Act”) and the rules and regulations of the Securities Commission promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at the time they were when filed (except that, with respect to SEC Reports that have been amended, when the extent corrected or superseded by a subsequent Purchaser Parent SEC Reportlatest amendment thereto was filed), (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto or(subject, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q the absence of the Securities and Exchange Commissionfootnotes), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Reports. Purchaser Parent Except as set forth on Schedule 4.22, a21 has filed and made available to Seller via XXXXX all formsmaterial proxy statements, reports and other material documents publicly required to be filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange Act. a21 has filed copies of: (i) its Annual Report on Form 10-KSB for its fiscal year ended December 31, since January 12004; and (ii) its Quarterly Reports on Form 10-QSB for its fiscal quarters ended March 31, 2019. All such forms2005, reports June 30, 2005 and other documentsSeptember 30, including any audited or unaudited financial statements 2005, and any notes thereto or schedules included therein (including those that Purchaser Parent may file after iii) the Form 8-K filings which it has made during the fiscal year to date hereof and prior to the Closing Date) are referred to herein as (collectively, the “Purchaser Parent SEC Reports.” The Purchaser Parent ”). a21 shall file its Annual Report on Form 10-KSB for its fiscal year ended December 31, 2005 during the extension period for making such filing under applicable federal securities laws. Each SEC Reports (a) were filed on a timely basisReport was, (b) comply at the time of its filing, in compliance in all material respects with the applicable requirements of its respective form and none of the Exchange Act SEC Reports, nor the financial statements (and the rules and regulations of the Securities and Exchange Commission thereunder and (cnotes thereto) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) included in the case SEC Reports, as of any registration statementtheir respective filing dates, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. Each registration statement and any amendment thereto filed by a21 since January 1, 2003 pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or (ii) amendment became effective, complied as to form in all material respects with the case of Purchaser Parent SEC Reports other than registration statements, include Securities Act and did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent The Company has filed and previously made available to Seller via XXXXX all formsPurchaser true and complete copies of its (i) Annual Report on Form 10-K for its fiscal year ended Xxxxx 00, 0000, (xx) Current Report on Form 8-K dated June 6, 2008, (iii) the Registration Statement on Form S-3 dated June 9, 2008, and (iv) any other reports and other documents publicly or registration statements filed by Purchaser Parent the Company with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent Commission”) since March 31, 2008, except for preliminary material, which are all the documents that the Company was required to file since that date (collectively, the “SEC Reports.” The Purchaser Parent ”). As of their respective dates, the SEC Reports (a) were filed on a timely basis, (b) comply complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission thereunder and (c) applicable to such SEC Reports. As of their respective dates, the SEC Reports, when read together with previously filed SEC Reports, did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, except as updated, corrected or superseded by subsequently filed SEC Reports. As of their respective datesExcept as may be indicated therein or in the notes thereto, the audited consolidated financial statements and unaudited interim financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities covered thereby and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position condition of Purchaser Parent the Company as of the dates thereof indicated and the consolidated results of its operations operations, changes in stockholders’ equity and cash flows of the Company for the periods then ended.period indicated. Since March 31, 2008, there has been no change in the assets, liabilities, financial condition, operating results or business of the Company and its Subsidiaries, taken as a whole, from that reflected in the audited consolidated financial statements and unaudited interim financial statements of the Company included in the SEC Reports, except as set forth in the SEC Reports and except for changes that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 3.6

SEC Reports. Purchaser Parent Press Releases; Financial Statements. The Company has filed and made available all reports required to Seller via XXXXX all forms, reports and other documents publicly be filed by Purchaser Parent with it under the Securities Act and Exchange Commission under the Exchange Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein for the two (including those that Purchaser Parent may file after 2) years preceding the date hereof and prior to (the Closing Date) are foregoing materials being collectively referred to herein as the “Purchaser Parent "SEC Reports.” The Purchaser Parent SEC Reports (a" and, together with this Agreement and the Schedules hereto, the "Disclosure Materials") were filed on a timely basis. The Company has delivered to the Purchasers a copy of all SEC Reports filed within the ten (10) days preceding the date hereof. As of their respective dates, (b) comply the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities Commission promulgated thereunder, and Exchange none of the SEC 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 light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission thereunder and (c) did not, with respect thereto as in effect at the time they were filed (except to of filing. Such financial statements have been prepared in accordance with GAAP and fairly present in all material respects the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, (i) subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All material agreements to which the Company or any registration statement, Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or specifically identified in the SEC Reports. Each press release disseminated by the Company during the twelve (12) months prior to the Closing Date did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesNeither the Company nor any Subsidiary has any liabilities or obligations, the financial statements included whether accrued, absolute, contingent, asserted, unasserted or otherwise, except liabilities or obligations (i) stated or adequately reserved against in the Purchaser Parent Company's most recent balance sheet included within the SEC Reports (xthe "Base Balance Sheet"), (ii) comply incurred as a result of or arising out of the Transactions, (iii) incurred in all material respects the ordinary course of business consistent with prior operating history since the date of the Base Balance Sheet or (iv) as set forth in Schedule 3.1(h). The Company does not have pending before the Commission any request for confidential treatment of information. The Company is in compliance with applicable accounting requirements of the Xxxxxxxx-Xxxxx Act of 2002 and with the published applicable rules and regulations of promulgated by the Securities and Exchange Commission with respect thereto, (y) were prepared thereunder in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent effect as of the dates thereof and the consolidated results date of its operations and cash flows for the periods then endedthis Agreement, except where such noncompliance would not have a Material Adverse Effect.

SEC Reports. Purchaser Parent The Company has previously delivered to the Representative, for distribution to the Purchasers, true and complete copies of (i) its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002, (ii) its Quarterly Report on Form 10-QSB for the period ended March 31, 2003 and (iii) its Current Reports on Form 8-K for events dated April 29, 2003, May 27, 2003, May 28, 2003 and June 11, 2003. The Company has filed and made available all reports required to Seller via XXXXX all forms, reports and other documents publicly be filed by Purchaser Parent with it under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Commission Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof and including any and all filings required under the Exchange ActSarbanxx-Xxxxx Xxx xf 2002, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after for the two years preceding the date hereof and prior (or such shorter period as the Company was required by law to file such reports) (the Closing Date) are foregoing materials, as amended, being collectively referred to herein as the “Purchaser Parent "SEC Reports.” The Purchaser Parent ") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of the respective dates of the SEC Reports (a) were filed on a timely basisexcept that, (b) comply with respect to SEC Reports that have been amended, as of the respective dates of the latest amendment thereto), the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder (the "Commission") promulgated thereunder, and (c) did notnone of the SEC Reports, at the time they were when filed (except that, with respect to SEC Reports that have been amended, when the extent corrected or superseded by a subsequent Purchaser Parent SEC Reportlatest amendment thereto was filed), (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be indicated otherwise specified in such financial statements or the notes thereto or(subject, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q the absence of the Securities and Exchange Commissionfootnotes), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SEC Reports. Purchaser Parent The Company has heretofore filed and made available to Seller via XXXXX all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1, 2019. All such forms, all reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, [fiscal year prior to issuance of Shares] (the "Form 10-K"). None of such reports, or any other reports, documents, including any audited or unaudited financial statements registration statements, definitive proxy materials and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior other filings required to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were be filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and SEC under the rules and regulations of the Securities and Exchange Commission thereunder and SEC (cthe "SEC Filings") did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinmade, at the time and in the light of the circumstances under which they were made, not misleading. As Since December 31, [fiscal year prior to issuance of their respective datesShares], the financial statements included in Company has timely filed with the Purchaser Parent SEC Reports (x) comply all SEC Filings and all such SEC Filings complied in all material respects with all applicable accounting requirements and with the published rules and regulations of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, and Exchange Commission with respect thereto, the rules thereunder. The audited financial statements of the Company included or incorporated by reference in the [fiscal year prior to issuance of Shares] Annual Report to the Stockholders (ythe "Annual Report") were and the unaudited financial statements contained in the Quarterly Reports on Form 10-Q each have been prepared in accordance with such acts and rules and with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved indicated therein and with each other (except as may be indicated therein or in the notes thereto or, in and except that the case of unaudited statements, subject to normal year-end audit interim financial statements may not contain all footnotes and adjustments or otherwise as permitted required by Form 10-Q United States generally accepted accounting principles) and fairly present the financial condition of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent Company as of at the dates thereof and the consolidated results of its operations and statements of cash flows for the periods then ended., subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Except as reflected in such financial statements, the Company has no material liabilities, absolute or contingent, other than ordinary course liabilities incurred since the date of the last such financial statements in connection with the conduct of the business of the Company. Since December 31, [fiscal year prior to issuance of Shares], except as set forth in the Company's SEC Filings, there has been no:

SEC Reports. Purchaser Parent The Borrower has filed and made available all reports (the "SEC Reports") required to Seller via XXXXX all forms, reports and other documents publicly be filed by Purchaser Parent it with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act") and the Exchange Act, since January 1including pursuant to Section 13(a) or 15(d) thereof, 2019. All on a timely basis or has timely filed a valid extension of such forms, reports time of filing and other documents, including has filed any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and such SEC Reports prior to the Closing Date) expiration of any such extension except that Borrower has not yet filed its Annual Report on Form 10-K for the fiscal year ended July 1, 2006 and its Quarterly Report on Form 10-Q for the fiscal quarter ended November 1, 2006. The SEC Reports, along with the Borrower's registration statement filed with the Commission on Form S-1 (File No.333-131254), and subsequently withdrawn by the Borrower and the Company's Revised Preliminary Information Statement on Schedule 14C and filed with the SEC on October 4, 2006 are herein referred to herein as the “Purchaser Parent "SEC ReportsFilings.” The Purchaser Parent " As of their respective dates, the SEC Reports (a) were filed on a timely basis, (b) comply filings complied as to form in all material respects with (i) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder and (cii) did not, at the time they were filed (except any SEC comments received or otherwise conveyed to the extent corrected or superseded by a subsequent Purchaser Parent Company with respect to any previously filed SEC Report)Filing except that the Borrower has not yet responded to (x) the letter received from the SEC on May 2, 2006 commenting on the Form S-1 filed with the SEC and (ig) in the case letter received from the SEC on November 1, 2006 relating to the Company's filing of any registration statementits Revised Schedule 14C. In addition, contain none of the SEC Filings, as of their respective dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, mad; not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser The Company has had access through publicly-available information to (i) Parent's Annual Report on Form 10-K for the year ended January 5, 2004, as filed with the SEC (the "Parent has 10-K"), (ii) its quarterly report on Form 10-Q for the quarter ended October 5, 2003, as filed with the SEC (the "Parent 10-Q"), (iii) all proxy statements relating to Parent's meetings of shareholders held, and made available to Seller via XXXXX (iv) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC under the Exchange Act, Act or the Securities Act since January 15, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein 2000 (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser "Parent SEC Reports.” The Purchaser "). As of their respective dates, such documents complied, and all documents filed by Parent with the SEC Reports (a) were filed on a timely basisunder the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, (b) comply in all material respects with the applicable SEC requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementdocuments filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as set forth in Section 5.5 of their respective datesthe Parent Disclosure Schedule, the financial statements included in the Purchaser all Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and have been timely filed with the published rules SEC and regulations constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 5, 2000. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is required to file any form, report or other document with the SEC. The certifications of the Securities chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d14 of the Exchange Commission Act with respect theretoto the Parent SEC Reports, (y) were prepared as applicable, are true and correct as of the date of this Agreement, as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with United States generally accepted accounting principles applied on a consistent basis during their terms and has otherwise operated in compliance with the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q requirements under Rules 13a-15 and 15d-15 of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedAct.

SEC Reports. Purchaser Parent Financial Statements DSKX has filed and made available to Seller via XXXXX all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent applicable SEC Reports.” The Purchaser Parent . As of their respective dates, the SEC Reports (a) were filed on a timely basis, (b) comply complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities SEC promulgated thereunder, and Exchange Commission thereunder and (c) did notnone of the SEC Reports, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)when filed, (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply The DSKX Financial Statements complied in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) thereto as in effect at the time of filing. Such financial statements were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (GAAP, except as may be indicated otherwise specified in such financial statements or the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission)thereto, and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the DSKX as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended., subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. There has been no change in DSKX accounting policies since December 31, 2010, except as described in the notes to DSKX Financial Statements. Each required form, report and document containing financial statements has been filed with or submitted to the SEC since December 31, 2010, was accompanied by the certifications required to be filed or submitted by DSKX’s chief executive officer and chief financial officer pursuant to the Xxxxxxxx-Xxxxx Act, and at the time of filing or submission of each such certification, such certification was true and accurate and materially complied with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. Section 3.06 Absence of Certain Changes Since June 30, 2012, DSKX has been operated only in the ordinary course, consistent with past practice, and there has not been any adverse change, or any event, fact or circumstance which might reasonably be expected to result in an adverse change, in either event that would have a DSKX Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in the DSKX SEC Reports since June 30, 2012, there has not been and there will not be until Closing, with respect to DSKX, any: (a) sale or disposition of any material asset other than inventory in the ordinary course; (b) payment of any dividend, distribution or other payment to any stockholder of DSKX or to any relative of any such stockholder other than payments of salary and expense reimbursements made in the ordinary course of business, consistent with past practice, for employment services actually rendered or expenses actually incurred; (c) incurrence or commitment to incur any liability individually or in the aggregate material to DSKX, except such liabilities under DSKX’s existing credit facilities and liabilities incurred in connection with the Share Exchange; (d) waiver, release, cancellation or compromise of any indebtedness owed to DSKX or claims or rights against others, exceeding $100,000 in the aggregate; (e) any change in any accounting method, principle or practice except as required or permitted by generally accepted accounting principles; or (f) unusual or novel method of transacting business engaged in by DSKX or any change in DSKX’s accounting procedures or practices or its financial or equity structure. Section 3.07 Finder’s Fees Neither DSKX nor any of DSKX’s affiliates or their respective officers, directors or agents has employed any broker, finder or financial advisor or incurred any liability for any broker’s fees, commissions, or financial advisory or finder’s fees in connection with any of the transactions contemplated by this Agreement. 6 Section 3.08

SEC Reports. Purchaser Parent No Undisclosed Liabilities. Since September 30, 1995, the Company has filed and made available to Seller via XXXXX all forms, reports and other documents publicly ("SEC Reports") with the SEC required to be filed by Purchaser Parent with it pursuant to the Securities Act, and Exchange Commission under the Exchange Act, since January 1, 2019Act and the SEC rules and regulations promulgated thereunder. True and correct copies of all such SEC Reports have been made available to Parent by the Company. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after of the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports complied (aas of their respective filing dates) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the SEC rules and regulations promulgated thereunder. None of the Securities and Exchange Commission thereunder and such SEC Reports (cas of their respective filing dates) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the The audited and unaudited consolidated financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated otherwise stated in such financial statements included in the notes thereto orFiled SEC Reports, in including the case of unaudited statementsrelated notes, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q and except that the interim financial statements do not contain all of the Securities footnote disclosures required by generally accepted accounting principles) and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and their cash flows for the periods then ended, subject, in the case of the interim unaudited financial statements, to normal year-end audit adjustments, which, except as disclosed in the Filed SEC Reports, would not be material in amount or effect. Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, the consolidated financial statements of the Company or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of December 31, 1996 or September 30, 1997; (ii) liabilities or obligations arising in the ordinary course of business consistent with past practice since September 30, 1997; (iii) liabilities or obligations which would not, individually or in the aggregate, have a Company Material Adverse Effect; (iv) liabilities or obligations related to this Agreement or the Transactions; and (v) payments required as a result of the consummation of the Merger under the acceleration provisions of the terms existing on the date hereof of the Company's employment agreements, severance agreements or Benefit Plans which would not, individually or in the aggregate, have a Company Material Adverse Effect. No Subsidiary of the Company is required to file any report or form with the SEC. Section 3.6.

SEC Reports. Purchaser Parent Acquiror has furnished the Company with copies of its Annual Report on Form 10-K for the fiscal year ended September 30, 2004, Quarterly Reports on Form 10-Q for the quarters ended December 28, 2003, March 28, 2004 and June 27, 2004 and all other reports or registration statements filed and made available to Seller via XXXXX by Acquiror with the SEC under applicable Laws since September 30, 2003 (all forms, such reports and other documents publicly registration statements being herein collectively called the "Acquiror SEC Filings"), each as filed by Purchaser Parent with the Securities SEC. Except the fact that Part III, Item 12 of the Form 10-K was incomplete and Exchange Commission under needed to be amended, each such Acquiror SEC Filing when it became effective or was filed with the Exchange ActSEC, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act, as applicable, and the rules and regulations of the Securities and Exchange Commission SEC thereunder and (c) each Acquiror SEC Filing did notnot on the date of effectiveness or filing, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in as the case of any registration statementmay be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Acquiror has made all filings required to be made under the Exchange Act for the twelve (12) months prior to the date of their respective dates, the this Agreement. The financial statements of Acquiror included in the Purchaser Parent Acquiror SEC Reports (x) comply Filings complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except expect as may be indicated in the notes thereto or, in the case of the unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form Rule 10-Q 01 of Regulation S-X of the Securities SEC) and Exchange Commission), and (z) fairly present in all material respects in accordance with applicable requirements of GAAP (subject subject, in the case of the unaudited statements statements, to normal, recurring and year-end audit adjustments, none of which will be material) in all material respects the consolidated financial position of Purchaser Parent Acquiror and its consolidated subsidiaries as of the their respective dates thereof and the consolidated results of its operations and the consolidated cash flows of Acquiror and its consolidated subsidiaries for the periods then endedpresented therein. The Chief Executive Officer and the Chief Financial Officer of Acquiror have signed, and Acquiror has filed with the SEC, all certifications required by Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither Acquiror nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 4.5, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied otherwise made available to the SEC.

SEC Reports. Purchaser Parent The Company has filed and previously made available to Seller via XXXXX all formsPurchaser true and complete copies of its (i) Annual Report on Form 10-K for its fiscal year ended Xxxxx 00, 0000, (xx) Current Report on Form 8-K dated June 6, 2008, (iii) the Registration Statement on Form S-3 dated June 9, 2008, and (iv) any other reports and other documents publicly or registration statements filed by Purchaser Parent the Company with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent Commission”) since March 31, 2008, except for preliminary material, which are all the documents that the Company was required to file since that date (collectively, the “SEC Reports.” The Purchaser Parent ”). As of their respective dates, the SEC Reports (a) were filed on a timely basis, (b) comply complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission thereunder and (c) applicable to such SEC Reports. As of their respective dates, the SEC Reports, when read together with previously filed SEC Reports, did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, except as updated, corrected or superseded by subsequently filed SEC Reports. As of their respective datesExcept as may be indicated therein or in the notes thereto, the audited consolidated financial statements and unaudited interim financial statements of the Company included in the Purchaser Parent SEC Reports (x) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities covered thereby and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position condition of Purchaser Parent the Company as of the dates thereof indicated and the consolidated results of its operations operations, changes in stockholders’ equity and cash flows of the Company for the periods then endedperiod indicated. Since March 31, 2008, there has been no change in the assets, liabilities, financial condition, operating results or business of the Company and its Subsidiaries, taken as a whole, from that reflected in the audited consolidated financial statements and unaudited interim financial statements of the Company included in the SEC Reports, except as set forth in the SEC Reports and except for changes that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SEC Reports. Purchaser Parent has filed and made available to Seller via XXXXX all required forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under SEC since September 30, 1998 (collectively, the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser "Parent SEC Reports.” "). The Purchaser Parent SEC Reports (a) were filed on a timely basiscomplied, (b) comply as of their respective dates, in all material respects with the all applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act and the rules and regulations of 1934, as amended. As of their respective dates, none of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report)Reports, (i) in the case of including, without limitation, any registration statementfinancial statements or schedules included or incorporated by reference therein, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesThere have been filed as exhibits to, or incorporated by reference in, the Parent SEC Reports and Parent's Registration Statement on Form S-1 as filed with the SEC and last amended on January 31, 2000, all Contracts which, as of the date hereof, are material as described in Item 601(b)(10) of Regulation S-K. Parent has heretofore delivered to AirTouch, in the form filed with the SEC, all of the Parent SEC Reports. The audited consolidated financial statements and the unaudited interim financial statements of Parent, including in each case the notes thereto, included in the Parent SEC Reports have been prepared in accordance with GAAP, and such balance sheets, including the related notes, fairly present the consolidated financial position, assets and liabilities (whether accrued, absolute, contingent or otherwise) of Parent and its subsidiaries at the dates indicated and such consolidated statements of income, changes in stockholders' equity and statements of cash flow fairly present the consolidated results of operations, changes in stockholders' equity and cash flow of Parent for the periods indicated, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. The unaudited financial statements included in the Purchaser Parent SEC Reports (x) comply contain all adjustments, which are solely of a normal recurring nature, necessary to present fairly the results of operations and changes in all material respects with applicable accounting requirements stockholders' equity and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent Meridian has filed and delivered or made available to Seller via XXXXX all formsCitizens and Citizens Mutual (i) each registration statement, reports Current Report on Form 8-K, Quarterly Report on Form 10-Q, annual report to shareholders, proxy statement or information statement prepared by it since January 1, 1992, (ii) an Annual Report on Form 10-K for each of the years ended December 31, 1991, 1992, 1993 and other documents publicly 1994, and (iii) a Quarterly Report on Form 10-Q for each of the periods ended March 31, June 30 and September 30, 1995, each in the form (including exhibits) filed by Purchaser Parent with the Securities and Exchange Commission under (collectively, the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent "Meridian SEC Reports.” The Purchaser Parent "). As of its respective date, each of the Meridian SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement statements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. As Each of their respective dates, the financial statements balance sheets included in or incorporated by reference into the Purchaser Parent Meridian SEC Reports (xincluding the related notes and schedules) comply in all material respects with applicable accounting requirements fairly presents the financial position of Citizens as of its date, and with the published rules and regulations each of the Securities statements of income, of shareholders' equity and Exchange Commission with respect theretoof cash flows included in or incorporated by reference into the Meridian SEC Reports (including the related notes and schedules) fairly presents the results of operations, shareholders' equity and cash flows, as the case may be, of Meridian for the period set forth therein (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, subject to normal year-end audit adjustments which will not be material to Meridian in amount or otherwise effect), in each case in accordance with generally accepted accounting principals consistently applied during the periods involved, except as permitted by Form 10-Q of may be noted therein. Other than the Meridian SEC Reports, Meridian has not filed any other definitive reports or statements with the Securities and Exchange Commission)Commission since January 1, and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended1992.

SEC Reports. (a) Purchaser Parent has filed and made available to Seller via XXXXX all formsreports, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Actschedules, since January 1registration statements, 2019. All such forms, reports prospectuses and other documents, including any audited together with amendments thereto, required to be filed with the SEC since December 31, 2015 (the “Purchaser Reports”). Except as set forth in Section 4.7(a) of the Purchaser Disclosure Schedule, as of their respective dates of filing with the SEC (or, if amended or unaudited financial statements superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the Purchaser Reports complied, and any notes thereto or schedules included therein (including those that each Purchaser Parent may file after Report filed subsequent to the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisEffective Time will comply, (b) comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and the rules Dxxx-Fxxxx Xxxx Street Reform and regulations of the Securities Consumer Protection Act and Exchange Commission thereunder and (c) did not or will not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in as the case of any registration statementmay be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesThere are no outstanding comments from, or unresolved issues raised by, the financial statements included in SEC with respect to any of the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and Reports. None of Purchaser’s Subsidiaries is required to file periodic reports with the published rules and regulations SEC pursuant to Sections 13 or 15(d) of the Securities and Exchange Commission with Act. No executive officer of Purchaser has failed in any respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during to make the periods involved (except as may be indicated in the notes thereto or, in the case certifications required of unaudited statements, subject to normal year-end audit adjustments him or otherwise as permitted by Form 10-Q her under Sections 302 or 906 of the Securities Sxxxxxxx-Xxxxx Act and Exchange Commission)to the Knowledge of Purchaser, and (z) fairly present (subject no enforcement action has been initiated against Purchaser or its officers or directors by the SEC relating to disclosures contained in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of any Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedReport.

SEC Reports. Purchaser Parent’s Registration Statement on Form S-1 in connection with Parent’s initial public offering (the “Parent Registration Statement”) was declared effective by the SEC on May 10, 2011. Thereafter, Parent has timely filed and made available to Seller via XXXXX all forms, reports reports, schedules, statements and other documents publicly required to be filed by Purchaser Parent with the Securities and Exchange Commission under SEC (together with the Exchange ActParent Registration Statement, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Documents”). Each of the Parent SEC Reports Documents: (a) were filed on a timely basis, (b) comply was prepared in accordance and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 (“SOX”) (to the extent applicable to Parent), other applicable Law and the applicable rules and regulations of the Securities and Exchange Commission thereunder and (c) did notthereunder, at the time they were filed (except to the extent updated, amended or corrected by a subsequent Parent SEC Document, and (b) did not at the time it was filed (and if amended or superseded by a subsequent Purchaser Parent SEC Report), (ifiling prior to the date of this Agreement then on the date of such filing and as so amended or superseded) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Since the filing of their respective dateseach of the Parent SEC Documents, to the Knowledge of Parent, no event has occurred, other than the SEC notifying the Parent that it will review the Parent’s Registration Statement on Form S-4 filed on August 1, 2011, that would require an amendment or supplement to such Parent SEC Document and as to which such an amendment has not been filed and made publicly available. Other than the SEC notifying the Parent that it will review the Parent’s Registration Statement on Form S-4 filed on August 1, 2011, there are no outstanding unresolved comments with respect to Parent or the Parent SEC Documents noted in comment letters or other correspondence received by Parent or its attorneys from the SEC, and, to the knowledge of Parent, there are no pending (i) formal or informal investigations of Parent by the SEC or (ii) inspection of an audit of Parent’s financial statements included by the Public Company Accounting Oversight Board. Parent is in the Purchaser Parent SEC Reports (x) comply compliance in all material respects with the Securities Act, the Exchange Act, SOX (to the extent applicable accounting requirements to Parent) and with the published applicable rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedthereunder.

SEC Reports. Purchaser The Company has had access through publicly-available ----------- information to (i) Parent's Annual Report on Form 10-K for the year ended January 5, 2004, as filed with the SEC (the "Parent has 10-K"), (ii) its quarterly report on Form 10-Q for the quarter ended October 5, 2003, as filed with the SEC (the "Parent 10-Q"), (iii) all proxy statements relating to Parent's meetings of shareholders held, and made available to Seller via XXXXX (iv) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC under the Exchange Act, Act or the Securities Act since January 15, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein 2000 (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser "Parent SEC Reports.” The Purchaser "). As of their respective dates, such documents complied, and all documents filed by Parent with the SEC Reports (a) were filed on a timely basisunder the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, (b) comply in all material respects with the applicable SEC requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementdocuments filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as set forth in Section 5.5 of their respective datesthe Parent Disclosure Schedule, the financial statements included in the Purchaser all Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and have ------------ been timely filed with the published rules SEC and regulations constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 5, 2000. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is required to file any form, report or other document with the SEC. The certifications of the Securities chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d14 of the Exchange Commission Act with respect theretoto the Parent SEC Reports, (y) were prepared as applicable, are true and correct as of the date of this Agreement, as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with United States generally accepted accounting principles applied on a consistent basis during their terms and has otherwise operated in compliance with the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q requirements under Rules 13a-15 and 15d-15 of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedAct.

SEC Reports. Purchaser Parent Prior to the execution of this Agreement, Bancorp has filed and delivered or made available to Seller via XXXXX all forms, reports Buyer complete and other documents publicly filed by Purchaser Parent accurate copies of the following (collectively and together with the Securities deliveries required under Section 7.2(a) below, the "Bancorp SEC Reports"): (a) Bancorp's Annual Reports on Form 10-K for the years ended December 31, 1998, 1999 and Exchange Commission under 2000 as filed with the Exchange Act, SEC; (b) all Bancorp proxy statements and annual reports to stockholders used in connection with meetings of Bancorp's stockholders held since January 1, 20191996; (c) Bancorp's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000 as filed with the SEC; and (d) Bancorp's Current Reports on Form 8-K as filed with the SEC since January 1, 1997. All such formsExcept as set forth in Schedule 4.7 to the Bancorp Disclosure Schedule, reports each Bancorp SEC Report was timely filed and other documents, including any audited as of their respective dates or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and as subsequently amended prior to the Closing Date) are referred to herein as date hereof, each of the “Purchaser Parent SEC Reports.” The Purchaser Parent Bancorp SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were it was made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (xii) comply complies as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC and, (iii) with respect theretoto financial statements included in any Bancorp SEC Report, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) such included financial statements fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position condition of Purchaser Parent Bancorp and the Bancorp Subsidiaries as of the dates thereof and the consolidated results of its operations operations, consolidated statement of changes in stockholders' equity and consolidated cash flows for the periods then endedended (subject, in the case of the unaudited statements, to recurring year end adjustments normal in nature and amount, the absence of certain footnotes and other appropriate adjustments.

SEC Reports. Purchaser Parent Buyer has timely filed and made available to Seller via XXXXX all forms, reports reports, schedules, statements and other documents publicly required to be filed by Purchaser Parent Buyer with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 20192021 (collectively, the “Buyer SEC Reports”) under the Securities Exchange Act, together with any amendments, restatements or supplements thereto. All such formsAs of the time it was filed with the SEC (or, reports and other documents, including any audited if amended or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and superseded by a filing prior to the Closing Date) are referred to herein as date of this Agreement, then on the “Purchaser Parent SEC Reports.” The Purchaser Parent date of such filing), each of the Buyer SEC Reports (a) were filed on a timely basis, (b) comply complied in all material respects with the applicable requirements of the Securities Exchange Act and Act, including the rules and regulations promulgated thereunder, and none of the Securities and Exchange Commission thereunder and (c) did not, Buyer SEC Reports at the time they were filed (except to the extent corrected filed, or if amended or superseded by a subsequent Purchaser Parent SEC Report)filing prior to the date of this Agreement, (i) in on the case date of any registration statementthe last such amendment or superseding filing prior to the date of this Agreement, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As The certifications and statements required by (A) Rule 13a-14 or 15d-14 promulgated under the Securities Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of their respective dates, the financial statements included in the Purchaser Parent Sxxxxxxx-Xxxxx Act) relating to any Buyer SEC Reports (xcollectively, the “Certifications”) are accurate and complete and comply in as to form and content with all material respects with applicable accounting requirements legal requirements, and with no current or former executive officer of Buyer has failed to make the published rules Certifications required of him or her. Buyer has made available to the Company true and regulations complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and Buyer, on the other, since January 1, 2021, including all SEC comment letters and responses to such comment letters and responses to such comment letters by or on behalf of Buyer. As of the Securities and Exchange Commission date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or Nasdaq with respect theretoto Buyer SEC Reports. To the Knowledge of Buyer, (y) were prepared none of Buyer SEC Reports are 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 Buyer. As used in accordance with United States generally accepted accounting principles applied on this Section 2.2(d), the term “file” shall be broadly construed to include any manner in which a consistent basis during the periods involved (except as may be indicated in the notes thereto ordocument or information is furnished, in the case of unaudited statements, subject to normal year-end audit adjustments supplied or otherwise as permitted by Form 10-Q of made available to the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedSEC.

SEC Reports. Purchaser The Company has had access through publicly-available information to (i) Parent’s Annual Report on Form 10-KSB for the year ended December 31, 2003, as filed with the Table of Contents SEC (the “Parent has 10-K”), (ii) its quarterly report on Form 10-QSB for the quarter ended March 31, 2004, as filed with the SEC (the “Parent 10-Q”), (iii) all proxy statements relating to Parent’s meetings of shareholders held or to be held after January 1, 2001, and made available to Seller via XXXXX (iv) all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission SEC under the Exchange Act, Act or the Securities Act since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein 2001 (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser ”). As of their respective dates, such documents complied, and all documents filed by Parent with the SEC Reports (a) were filed on a timely basisunder the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, (b) comply in all material respects with the applicable SEC requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statementdocuments filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Except as set forth in Section 3.8 of their respective datesthe Parent Disclosure Schedule, the financial statements included in the Purchaser all Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and have been timely filed with the published rules SEC and regulations constitute all forms, reports and documents required to be filed by Parent under the Exchange Act and the Securities Act since January 1, 2001. Between the date of this Agreement and the Closing Date, Parent will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Parent Subsidiary is required to file any form, report or other document with the SEC. The certifications of the Securities chief executive officer and chief financial officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Commission Act with respect theretoto the Parent SEC Reports, (y) were prepared as applicable, are true and correct as of the date of this Agreement, as they relate to a particular Parent SEC Report, as though made as of the date of this Agreement. Parent has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with United States generally accepted accounting principles applied on a consistent basis during their terms and has otherwise operated in compliance with the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q requirements under Rules 13a-15 and 15d-15 of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endedAct.

SEC Reports. Purchaser Parent Eclipsys has filed and heretofore made available to Seller via XXXXX MSI Solutions and MSI Services (i) Eclipsys' Annual Report on Form 10-K for the year ended December 31, 1998 including all formsexhibits thereto and items incorporated therein by reference, reports (ii) Eclipsys' Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 including all exhibits thereto and other documents publicly items incorporated therein by reference, (iii) the Proxy Statement relating to Eclipsys' Annual Meeting of Stockholders held on April 21, 1999, and (iv) all Current Reports on Form 8-K filed by Purchaser Parent Eclipsys with the Securities and Exchange Commission under the Exchange Actsince December 31, since January 1, 2019. All such forms, reports and other documents1998, including any audited or unaudited financial statements all exhibits thereto and any notes thereto or schedules included items incorporated therein by reference (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), Items (i) through (iv) in this sentence being referred to collectively as the case "Eclipsys SEC Reports"). As of any registration statementtheir respective dates, the Eclipsys SEC Reports did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Since August 6, 1998, Eclipsys has timely filed all forms, reports and documents with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the Securities Act and the Exchange Act, and the applicable rules and regulations promulgated thereunder each of their respective dateswhich complied as to form, at the financial statements included in the Purchaser Parent SEC Reports (x) comply time such form, document or report was filed, in all material respects with the applicable accounting requirements of the Securities Act and with the published Exchange Act and the applicable rules and regulations promulgated thereunder. Neither Eclipsys nor any of the Securities and Exchange Commission with respect theretoits subsidiaries has since December 31, 1998, (yi) were prepared in accordance with United States generally accepted accounting principles applied failed to pay any dividend or sinking fund installment on a consistent basis during the periods involved preferred stock, or (except as may be indicated ii) defaulted (a) on any installment or installments of indebtedness for borrowed money, or (b) on any rental on one or more long term leases, which defaults in the notes thereto or, in aggregate are material to the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent Eclipsys and its subsidiaries taken as of the dates thereof and the consolidated results of its operations and cash flows for the periods then endeda whole.

SEC Reports. Purchaser Parent has filed Each report, schedule, registration statement and made available to Seller via XXXXX all forms, reports and other documents publicly definitive proxy statement filed by Purchaser Parent PennCorp with the Securities and Exchange Commission under the Exchange Act, SEC since January 1, 2019. All such forms1995 (the "PennCorp SEC Documents"), reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basisof its respective filing date, (bi) comply complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations of the Securities and Exchange Commission SEC thereunder applicable to such PennCorp SEC Documents and (cii) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As PennCorp has timely filed all documents that it was required to file with the SEC since January 1, 1995. The consolidated balance sheets and the related consolidated statements of their respective datesoperations, stockholders' equity and cash flows (including, without limitation, the financial statements related notes thereto) of PennCorp included in the Purchaser Parent PennCorp SEC Documents, including PennCorp's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and PennCorp's Quarterly Reports on Form 10-Q for the three months ended March 31, 1995, for the three and six months ended June 30, 1995, and for the three and nine months ended September 30, 1995, complied at the time filed (xor, if such reports were amended, complied at the time such amended reports were filed) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent PennCorp and its consolidated subsidiaries as of at the dates thereof and the consolidated results of its their operations and changes in their cash flows and stockholders' equity for the periods then endedended except, in the case of the unaudited interim financial statements, for normal and recurring year-end audit adjustments. Except as set forth in any PennCorp SEC Documents filed prior to the date hereof, at September 30, 1995, neither PennCorp nor any of its subsidiaries had, and since such date neither PennCorp, nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, contingent, absolute or otherwise) which, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the condition, financial or otherwise, business, assets, properties or results of operations of PennCorp and its subsidiaries taken as a whole. PennCorp has delivered to Seller for review true and complete copies of each of the PennCorp SEC Documents.

SEC Reports. Purchaser Parent has filed and made available to Seller via XXXXX all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were has furnished to the Stockholders copies of its Annual Report on Form 10-K for the fiscal year ended November 30, 1997, Quarterly Reports on Form 10-Q for the quarters ended February 28, 1998 and May 31, 1998 and all other reports or registration statements filed on a timely basisby the Purchaser with the SEC under applicable laws, rules and regulations since December 31, 1997 (b) comply all such reports and registration statements being herein collectively called the "SEC Reports"), each as filed with the SEC; each such SEC Report when it became effective or was filed with the SEC, as the case may be, complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and the rules and regulations of the Securities and Exchange Commission SEC thereunder and (c) each SEC Report did notnot on the date of effectiveness or filing, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in as the case of any registration statementmay be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, The Purchaser has made all filings required to be made under the Exchange Act for the twelve (12) months prior to the date hereof. The financial statements included contained in the Purchaser Parent SEC Reports (xa) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited financial statements to normal, recurring the absence of notes and year-changes resulting from normal year end audit adjustments) in all material respects and (b) fairly present the consolidated financial position of Purchaser Parent as results of the dates thereof and the consolidated results of its operations Purchaser's operations, stockholders' equity and cash flows for the periods then ended. Since May 31, 1998, there has not been any material adverse change to the business, operations or financial condition of the Purchaser. 3.06.

SEC Reports. Purchaser Parent (a) CBSI has filed and made available with the SEC all reports (the "CBSI SEC Reports") required to Seller via XXXXX all forms, reports and other documents publicly be filed by Purchaser Parent with the Securities and Exchange Commission it under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after of the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent CBSI SEC Reports (a) were filed on a timely basis, (b) comply by CBSI complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations Act. None of the Securities and Exchange Commission thereunder and (c) did notCBSI SEC Reports contained as of the respective dates thereof, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the All financial statements included contained in the Purchaser Parent CBSI SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were have been prepared in accordance with United States generally accepted accounting principles GAAP consistently applied on a consistent basis during throughout the periods involved (except as may be indicated applicable periods. Each consolidated balance sheet included in the notes thereto or, CBSI SEC Reports presents fairly in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects accordance with GAAP the consolidated financial position of Purchaser Parent CBSI as of the dates thereof date of such balance sheet, and each consolidated statement of operations, shareholders' equity and cash flows presents fairly in accordance with GAAP the consolidated results of its operations operations, shareholders' equity and cash flows flow of CBSI for the periods then ended.. (b) No event has occurred since December 31, 1997 which requires the filing of a CBSI SEC Report that has not heretofore been filed and furnished to Claremont, excepting only the end of the first quarter of CBSI's fiscal year ending on March 31, 1998. There are no material liabilities of CBSI that have not been disclosed in the CBSI SEC Reports, except as are disclosed in the Disclosure Letter. Section 4.9

SEC Reports. Purchaser Parent has filed and made available to Seller via XXXXX all forms, reports and other documents publicly filed by Purchaser Parent with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were The Acquirer SEC Reports are available on the website maintained by the SEC at xxxx://xxx.xxx.xxx. All Acquirer SEC Reports required to have been filed by Acquirer with the SEC since December 31, 2020 have been so filed on a timely basisbasis (other than that certain Annual Report on Form 10-K filed by Acquirer on March 7, 2023, as amended by that certain Amendment No. 1 on Form 10-K/A filed by Acquirer on May 9, 2023), including any certification or statement required by: (bi) comply Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the Xxxxxxxx-Xxxxx Act); (ii) Section 906 of the Xxxxxxxx-Xxxxx Act; and (iii) any other rule or regulation promulgated by the SEC or applicable to the Acquirer SEC Reports filed on or after December 31, 2020. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the Agreement Date, then on the date of such filing or, in the case of any Acquirer SEC Report that is a registration statement or prospectus filed pursuant to the requirements of the Securities Act, as of the effective date of such Acquirer SEC Report): (A) each Acquirer SEC Report complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and (as the rules and regulations of the Securities and Exchange Commission thereunder case may be); and (cB) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent no Acquirer SEC Report), (i) in the case of any registration statement, contain Report contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Reports. Purchaser Parent Since January 1, 2018, Tyler has timely filed and made available to Seller via XXXXX or furnished all forms, statements, schedules, documents, and reports and other documents publicly required to be filed or furnished prior to the date hereof by Purchaser Parent it with the Securities and Exchange Commission under the Exchange Act, since January 1, 2019. All SEC (such forms, reports and other statements, schedules, documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after reports the date hereof and “Tyler SEC Documents”). As of their respective filing dates, or, if amended prior to the Closing Datedate hereof, as of the date of (and giving effect to) are referred to herein as the “Purchaser Parent last such amendment, the Tyler SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basis, (b) comply Documents complied in all material respects with the applicable requirements of the Exchange Xxxxxxxx-Xxxxx Act, the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of the Securities NYSE, and Exchange Commission thereunder and none of the Tyler SEC Documents contained (cor, with respect to Tyler SEC Documents filed after the date hereof, will contain) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Parent SEC Report), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit omitted (or with respect to Tyler SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, at the time and in the light of the circumstances under which they were made, not misleading. As Since February 1, 2019, neither Tyler nor any Tyler Subsidiary has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of their respective dates, the Tyler SEC Documents (including the financial statements included in the Purchaser Parent SEC Reports (xtherein) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect theretothat are not resolved, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Parent as of the dates thereof and date hereof, has received any written notice from the consolidated results SEC or other Governmental Authority that such Tyler SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to Tyler’s Knowledge, there is not, as of its operations and cash flows for the periods then ended.date hereof, any investigation or review being conducted by the SEC or any other Governmental Authority of any Tyler SEC Documents (including the financial statements included therein). 5.5

SEC Reports. Purchaser Parent has filed and made available to Seller via XXXXX the Company copies of its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, Quarterly Reports on Form 10-Q for the quarters ended April 3, 2005, July 3, 2005 and October 2, 2005 and all forms, other reports and other documents publicly or registration statements filed by Purchaser Parent with the Securities and Exchange Commission SEC under the Exchange Actapplicable Laws since December 31, since January 1, 2019. All 2003 (all such forms, reports and other documentsregistration statements being herein collectively called the “Parent SEC Filings”), including any audited each as filed with the SEC. Each such Parent SEC Filing, when it became effective or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Parent may file after was filed with the date hereof and prior to the Closing Date) are referred to herein SEC, as the “Purchaser Parent SEC Reports.” The Purchaser Parent SEC Reports (a) were filed on a timely basiscase may be, (b) comply complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act, as applicable, and the rules and regulations of the Securities and Exchange Commission SEC thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser each Parent SEC Report)Filing did not on the date of effectiveness or filing, (i) in as the case of any registration statementmay be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As Parent has made all filings required to be made under the Exchange Act for the twelve (12) months prior to the date of their respective dates, the this Agreement. The financial statements of Parent included in the Purchaser Parent SEC Reports (x) comply Filings complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission SEC with respect thereto, (y) as of the respective dates of effectiveness or filing of such Parent SEC Filings, were prepared in accordance with United States generally accepted accounting principles GAAP applied on a consistent basis during the periods covered involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form Rule 10-Q 01 of Regulation S-X of the Securities SEC) and Exchange Commission), and (z) fairly present in all material respects in accordance with applicable requirements of GAAP (subject subject, in the case of the unaudited statements statements, to normalnormal year end adjustments, recurring and year-end audit adjustmentsnone of which in the aggregate will be material) in all material respects the consolidated financial position of Purchaser Parent and its consolidated Subsidiaries as of the their respective dates thereof and the consolidated results of its operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods then endedpresented therein. The chief executive officer and the chief financial officer of Parent have signed, and Parent has filed with the SEC, all certifications required by Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither Parent nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 4.9, the term “file” shall be broadly construed to include any manner in which a document or information is filed with the SEC.

SEC Reports. Purchaser Ultimate Parent has filed and made available to Seller Sellers via XXXXX all forms, reports and other documents publicly filed by Purchaser Ultimate Parent with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since January 1, 20192015. All such forms, reports and other documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (including those that Purchaser Ultimate Parent may file after the date hereof and prior to the Closing Date) are referred to herein as the “Purchaser Ultimate Parent SEC Reports.” The Purchaser Ultimate Parent SEC Reports (a) were filed on a timely basis, (b) comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder and (c) did not, at the time they were filed (except to the extent corrected or superseded by a subsequent Purchaser Ultimate Parent SEC ReportDocument), (i) in the case of any registration statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) in the case of Purchaser Parent SEC Reports other than registration statements, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements included in the Purchaser Ultimate Parent SEC Reports (x) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Securities and Exchange Commission with respect thereto, (y) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, subject to normal year-end audit adjustments or otherwise as permitted by Form 10-Q of the Securities and Exchange Commission), and (z) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Purchaser Ultimate Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.