MDXL has filed with the SEC all reports and other filings required to be filed by MDXL in accordance with the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder (the “ MDXL SEC Reports ”). As of their respective dates, the MDXL SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such MDXL SEC Reports and, except to the extent that information contained in any MDXL SEC Report has been revised or superseded by a later MDXL SEC Report filed and publicly available prior to the date of this Agreement, none of the MDXL SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of MDXL included in MDXL SEC Reports were prepared from and are in accordance with the accounting books and other financial records of MDXL, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of MDXL and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the MDXL SEC Reports, MDXL has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business. The MDXL SEC Reports accurately disclose (i) the terms and provisions of all stock option plans, (ii) transactions with Affiliates, and (iii) all material contracts required to be disclosed pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC. If at any time prior to Closing should MDXL become delinquent in any required filings with the SEC, MDXL represents and warrants that such filings shall be brought current in no less than 20 business days from the due date. Until such time as the filing is brought current, MDXL will promptly file any and all reports required to advise the SEC of the failure to file the reports when due.