. The Buyer acknowledges and agrees that it is responsible for making its own determinations with respect to Tax filings post-Closing and it shall not rely on the pre-Closing practices of the Sellers or any Target Company with respect to such filings.

Upon becoming an Additional Borrower that Subsidiary shall make any filings (and provide copies of such filings) as required by paragraph # of Clause 14.2 (Tax gross-up) and paragraph # of Clause 14.6 (HMRC DT Treaty Passport scheme confirmation) in accordance with those paragraphs.

Information obtained in filings with the Securities and Exchange Commission.

#​ has all requisite corporate power and authority to enter into this Agreement and, subject to the approval of this Agreement (the “​ Voting Proposal”) by the Stockholders (the “​ Shareholder Approval”) and the consents and approvals set forth on Exhibit E hereto, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby by ​ have been duly authorized by all necessary corporate action on the part of ​, subject only to the required receipt of ​ Shareholder Approval. This Agreement and each other Transaction Document to which it is a party has been duly executed and delivered by ​ and constitutes the valid and binding obligation of ​, enforceable against ​ in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

Each of Patriot and the Bank has all requisite corporate power and authority to enter into this Agreement and each other Transaction Document to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each other Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby by Patriot and the Bank have been duly authorized by all necessary corporate action on the part of each of Patriot and the Bank. This Agreement has been duly executed and delivered by each of Patriot and the Bank and constitutes the valid and binding obligation of each of Patriot and the Bank, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

No Consent Required. No approval or authorization by, or filing with, any Governmental Entity is required to be made or obtained by Parent in connection with the execution, delivery and performance by Parent of this Parent Guarantee other than # approvals and authorizations that have previously been obtained and filings that have previously been made or approvals, authorizations or filings which will be made on a timely basis, # approval, authorizations or filings which, if not obtained or made, would not have a material adverse effect on the financial condition, business or operations of the guarantor, taken as a whole, and # approvals, authorizations and filings required to be made by or obtained by Buyer as set forth in [Section 5.3].

the Bank shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Borrower and Guarantors in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to Receivables and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Bank that the Liens indicated in any such financing statement (or similar document) have been released;

The Company is current with all of its Exchange Act filings;

“SEC Reports” means the Company’s filings made with the SEC.

SEC Filings. The parties agree that the following filings shall be made with the Securities and Exchange Commission (“Commission”): # an Information Statement prepared pursuant to the requirements of Rule 14f-1 under the Exchange Act, if required by law, shall be filed with the Commission; # a report on Form 8-K will be filed with the Commission disclosing the consummation of the Share Exchange if required by law; and, # any and all other filings necessary to comply with the Exchange Act.