Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. The filings required to be made by the Company since January 1, 2000 under the Securities Act and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings required to be made Each of (a) the Company's Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006, (b) the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, (c) the definitive proxy statement for the Company's 2006 annual meeting of stockholders and (d) any Current Reports on Form 8-K filed with the SEC by the Company since January 1, 2000 under 2006 (as such documents have since the Securities Act and the Exchange Act (time of their filing been amended or supplemented, the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, at the time of filing (or the time of subsequent amendment or supplement, in the case of any SEC Reports that have been subsequently amended or supplemented). The audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each case, the Transfer Group Companies that are notes, if any, thereto) included in the SEC Reports (complied in all material respects with the "Financial Statements") have been published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements to the extent as permitted by Form 10-Q QSB of the Exchange ActSEC) and fairly present (subject, in all material respects the case of the unaudited interim financial statements, to year end audit adjustments and the absence of notes thereto) the consolidated financial position of the Transfer Group Companies Company as of at the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies flow for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings Buyer has previously furnished to the Company and the Company Stockholders complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended February 1, 1997, as filed with the Securities and Exchange Commission (the "SEC"), and (b) all other reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since February 1, 1997 (such reports are collectively referred to herein as the "BUYER REPORTS"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since February 1, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange ActAct and except for normal recurring year-end adjustments (which will not be material)), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer and its subsidiaries as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer and its subsidiaries.

Reports and Financial Statements. The filings required to be made by the Company since From January 1, 2000 under 1997 until the Securities Act date hereof, the Company has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Exchange Act SEC, including, but not limited to, any Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (collectively, the "SEC Company Reports") have been ). As of their respective dates (but taking into account any amendments filed with SEC and such filings prior to the date of this Agreement), the Company Reports complied in all material respects with all applicable requirements of the Securities Act rules and regulations promulgated by the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the Company Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Reports (the "Financial Statements") with respect thereto, have been prepared in accordance with GAAP consistently applied during the periods presented (except except, as may be indicated therein and except with respect to noted therein, or, in the case of the unaudited statements to the extent statements, as permitted by Form 10-Q of the Exchange ActSEC) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, (subject, in the case of the interim financial unaudited statements, to normal, recurring normal audit adjustments. Other than ) the Company, since January 1, 2000, no Transfer Group financial position of the Company has been required to make any filings with SEC under and its consolidated subsidiaries as of the Securities Act or date thereof and the Exchange Actresults of their operations and their cash flows for the periods then ended.

Reports and Financial Statements. The filings Company has previously furnished to Parent complete and accu- rate copies, as amended or supplemented, of its (i) Transi- tional Report on Form 10-K for the transitional period from July 1, 1996 to December 31, 1996, (ii) proxy statements relating to all meetings of its stockholders (whether annual or special) since June 30, 1996 and (iii) all other reports or registration statements, including Registration Statements on Form S-8, filed by the Company with the SEC since June 30, 1996 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents filed or required to be made filed by the Company with the SEC since January 1June 30, 2000 under 1996. As of their respective dates, the Securities Act and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Company 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (to- gether, the "Financial Statements") (A) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") ap- plied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), and (C) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods then ended, subject, in the case of the interim financial statements, referred to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Acttherein.

Reports and Financial Statements. The filings required to be made Purchasers have obtained copies of the Company's Form 10-K/A for the year ended December 31, 1999, the Company's Proxy Statement in connection with the 1999 Annual Meeting of Stockholders, the Company's Registration Statement on Form S-2/A, dated January 12, 2001, the quarterly report on Form 10-Q for the period ended September 30, 2000, and a current report on Form 8-K dated August 8, 2000 filed by the Company since January 1, 2000 under with the Securities Act and Exchange Commission (the Exchange Act "SEC"), in each case without exhibits thereto (collectively with all filings of the Company with the SEC, the "SEC Reports") have been filed with ). As of their respective filing dates, the SEC and such filings complied Reports were prepared in all material respects in accordance with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of SEC thereunder applicable to such filingsSEC Reports. The SEC Reports, including any financial statements or schedules included thereinwhen read as a whole, at as updated by the time filed did Offering Memorandum, and the Offering Memorandum when read together with the exhibits thereto, do not contain any untrue statement statements of a material fact or and do not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Transfer Group Companies Company as of at the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make normal year-end adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described in such financial statements.

Reports and Financial Statements. The filings Company has previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the XXXXX system (i) Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2004 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). The Company Commission Filings constituted all of the documents required to be made filed by the Company with the Commission since January 1December 31, 2000 under the Securities Act and the Exchange Act 2004. As of their respective dates, such Company’s Commission Filings (the "SEC Reports"as amended or supplemented) have been filed with SEC and such filings complied in all material respects with all applicable the requirements of the Securities Act and the Exchange Act in effect at and the time rules and regulations of such filings. The SEC Reportsthe Commission promulgated thereunder, including any financial statements or schedules included therein, at the time filed and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the SEC Reports (published rules and regulations of the "Financial Statements") Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to or in the extent notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of Company at the respective dates thereof and the consolidated results of its operations and its cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings (a) Mavericks and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be made filed or furnished (i) since Mavericks’ emergence from chapter 11 proceedings on October 3, 2016 to May 8, 2017, with the OTC and (ii) from thereafter, with the SEC (such forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by reference into an exhibit), excluding the Company since January 1Joint Proxy Statement, 2000 under the Securities Act and “Mavericks SEC Documents”). As of their respective dates or, if amended, as of the Exchange Act (the "date of such last amendment, xxx Xxxxxxxxx SEC Reports") have been filed with SEC and such filings Documents complied in all material respects with all applicable the requirements of the Securities Act and the Exchange Act in effect at Act, as the time case may be, and none of such filings. The xxx Xxxxxxxxx SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain Documents contained any untrue statement of a any material fact or omit omitted to state a 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 audited consolidated financial statements and unaudited interim consolidated financial statements None of the Transfer Group Companies that Mavericks’ Subsidiaries are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements subject to the extent permitted by Form 10-Q reporting requirements of Section 13 or Section 15(d) of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings Company has previously furnished to Parent complete and accurate copies, as amended or supplemented, of its (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1999, (ii) proxy statements relating to all meetings of its stockholders (whether annual or special) since December 31, 1998, and (iii) all other reports or registration statements, including Registration Statements on Form S-8, filed by the Company with the SEC since December 31, 1998 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents filed or required to be made filed by the Company with the SEC since January 1December 31, 2000 under 1998. As of their respective dates, the Securities Act and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Company 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (together, the "Financial Statements") (A) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), and (C) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods then ended, subject, in the case of the interim financial statements, referred to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Acttherein.

Reports and Financial Statements. (a) The filings Company and each of its Subsidiaries has filed with or furnished to the U.S. Securities and Exchange Commission (“SEC”) all reports, schedules, forms, statements and other documents required to be made filed or furnished by it since September 30, 2015 (all such documents and reports filed or furnished by the Company since January 1or any of its Subsidiaries, 2000 under the “Company SEC Documents”). As of their respective dates of filing or, in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act and Act, their respective dates of effectiveness, or, if amended prior to the Exchange Act (date hereof, as of the "date of the last such amendment, the Company SEC Reports") have been filed with SEC and such filings complied Documents complied, as to form, in all material respects with all applicable the requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act in effect at of 2002 and the time rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and none of such filings. The the Company SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain Documents 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies , except that are included information set forth in the Company SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Documents as of a later date (but before the respective dates thereof and the consolidated results date hereof) will be deemed to modify information as of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Actan earlier date.

Reports and Financial Statements. Axent has previously furnished or made available to Raptor complete and accurate copies, as amended or supplemented, of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and (b) all other reports filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23, 1996 (such reports are collectively referred to herein as the "Axent Reports"). The filings Axent Reports constitute all of the documents required to be made filed by the Company since January 1Axent under Sections 13, 2000 under the Securities Act and 14 or 15(d) of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings SEC. As of their respective dates, the Axent Reports complied in all material respects with all applicable SEC and NASDAQ requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Axent included in the SEC Axent Reports (i) complied as to form in all material respects with then applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position condition, results of the Transfer Group Companies operations and cash flows of Axent as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActAxent.

Reports and Financial Statements. The filings Company has filed all forms, reports, registration statements, and other documents required to be made filed by it with the Company Securities and Exchange Commission ("SEC") since January 1, 2000 under the Securities Act 1995 (such forms, reports, registration statements, and the Exchange Act (documents, together with any amendments thereto, are referred to as the "Company SEC ReportsFilings"). As of their respective dates, the Company SEC Filings (i) have been filed with SEC and such filings complied as to form in all material respects with all the applicable requirements of the Securities Act of 1933, and the Exchange Act in effect at rules and regulations thereunder (the time of such filings. The SEC Reports"1933 Act") and the 1934 Act, including any financial statements or schedules included thereinas the case may be, at the time filed and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated included or incorporated by reference in the Company SEC Filings, including but not limited to the Company's audited financial statements of at and for the Transfer Group Companies that are included in the SEC Reports year ended June 30, 1998 (the "Financial StatementsCompany June 30, 1998 Financials"), and the unaudited interim financial statements at and for periods commencing on or after July 1, 1998, included or incorporated by reference in the forms, reports, registration statements and other documents filed by the Company with the SEC (i) have been were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q filed with the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), subject, in the case of unaudited interim financial statements, to the absence of notes and except to year-end adjustments, (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Actthereto, and (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations income, cash flows, and cash flows changes in stockholders' equity of the Transfer Group Companies Company and its consolidated subsidiaries for the respective periods then endedinvolved, except as otherwise noted therein and subject, in the case of the interim financial unaudited statements, to normal, recurring normal year-end audit adjustments. Other than The statements of operations included in the Company, since January 1, 2000, no Transfer Group audited or unaudited interim financial statements in the Company has been SEC Filings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to make any filings be disclosed separately in accordance with SEC under generally accepted accounting principles, except as expressly specified in the Securities Act applicable statement of operations or the Exchange Actnotes thereto.

Reports and Financial Statements. (i) The filings Company has filed all required reports, schedules, forms, statements and other documents required to be made filed by it with the Company SEC since January 1, 2000 under the Securities Act and the Exchange Act 1998 (collectively, including all exhibits thereto, the "Company SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements ). None of the Securities Act and the Exchange Act in effect at the time of such filings. The Company SEC Reports, including any financial statements as of their respective dates (and, if amended or schedules included thereinsuperseded by a filing prior to the date of this Agreement, at then on the time filed did not contain date of such filing), 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, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of (including the Transfer Group Companies that are related notes) included in the Company SEC Reports and the unaudited interim financial statements as of and for the twenty four weeks ended June 18, 1999 previously provided to Parent (the "Interim Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present fairly, in all material respects respects, the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies Company and its Subsidiaries as of the respective dates or for the respective periods then endedset forth therein, all in conformity with U.S. generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normalnormal year-end adjustments that have not been and are not expected to be material in amount and the absence of notes thereto. Such Company SEC Reports, recurring audit adjustments. Other than as of their respective dates (and as of the Companydate of any amendment to the respective Company SEC Report), since January 1, 2000, no Transfer Group Company has been required complied as to make any filings form in all material respects with SEC under the applicable requirements of the Securities Act or and the Exchange ActAct and the rules and regulations promulgated thereunder.

Reports and Financial Statements. The filings (a) Wendy’s has filed or furnished all forms, documents and reports required to be made by the Company filed or furnished since January 12, 2000 under 2006 by it with the Securities Act and the Exchange Act Commission (the "“SEC”) (the “Wendy’s SEC Reports") have been filed with Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment (excluding any amendments made after the date of this Agreement), the Wendy’s SEC and such filings Documents complied in all material respects with all applicable the requirements of the Securities Act and the Exchange Act in effect at Act, as the time case may be, and the applicable rules and regulations promulgated thereunder, and none of such filings. The the Wendy’s SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain Documents 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, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except ; provided, that, with respect to unaudited statements projected financial information provided by or on behalf of Wendy’s, Wendy’s represents only that such information was prepared in good faith by management of Wendy’s on the basis of assumptions believed by such management to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies be reasonable as of the respective dates thereof and time made. To the consolidated results knowledge of operations and cash flows Wendy’s, none of the Transfer Group Companies for Wendy’s SEC Documents is the respective periods then ended, subject, in the case subject of the interim financial statements, to normal, recurring audit adjustmentsany outstanding SEC comments or outstanding SEC investigation. Other than the Company, since January 1, 2000, no Transfer Group Company has been No Subsidiary of Wendy’s is required to make file any filings form or report with SEC under the Securities Act or the Exchange ActSEC.

Reports and Financial Statements. (a) The filings Company has filed all forms, reports, statements, certificates and other documents (including all exhibits, amendments and supplements thereto) required to be made filed by it with the SEC since December 31, 2018 (all such forms, reports, statements, certificates and other documents filed with or furnished to the SEC since December 31, 2018, with any amendments or supplements thereto, collectively, the “Company since January 1, 2000 under the Securities Act and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements ”), each of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reportswhich, including any financial statements or schedules included therein, at as finally amended prior to the time Effective Date, complied as of their respective dates, or if amended or supplemented prior to the Effective Date, as of the date of the last such amendment or supplement, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and, in each case, the rules and regulations of the SEC promulgated thereunder. None of the Company’s Subsidiaries is required to file periodic reports with the SEC under the Securities Act, the Exchange Act, or the Xxxxxxxx-Xxxxx Act. None of the Company SEC Reports contained, when filed did not contain with the SEC or, if amended, as of the date of such amendment, any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. (a) The filings Company has filed all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be made by filed with the Company SEC since January 1, 2000 under the Securities Act and the Exchange Act 1996 (collectively, the "Company SEC Reports") have been ). The Company has previously furnished or made available to Parent true and complete copies of all the Company SEC Reports filed with SEC and such filings complied in all material respects with all applicable requirements prior to the date hereof. None of the Securities Act and the Exchange Act in effect at the time of such filings. The Company SEC Reports, including any financial statements or schedules included thereinas of their respective dates, at the time filed did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements Each of the Transfer Group Companies that are consolidated balance sheets (including the related notes) included in the Company SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present presents fairly, in all material respects respects, the consolidated financial position of the Transfer Group Companies Company and its Subsidiaries as of the respective dates thereof thereof, and the consolidated other related statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and cash flows the changes in financial position of the Transfer Group Companies Company and its Subsidiaries for the respective periods then endedor as of the respective dates set forth therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal, recurring audit normal year-end adjustments. Other than All of the CompanyCompany SEC Reports, since January 1as of their respective dates, 2000complied as to form in all material respects with the requirements of the Exchange Act, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or and the Exchange Actapplicable rules and regulations thereunder.

Reports and Financial Statements. The filings required GSE has previously furnished to be made Parent true and complete copies of (a) all annual reports filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999, (b) GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the Company Commission since January 1December 31, 2000 1999 (items (a)-(d) collectively, the "Reports"). The consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by GSE under the Securities Act and the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (the "SEC ReportsGAAP") have been filed with SEC and such filings complied in all material respects with all applicable requirements fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the Securities Act dates thereof and the Exchange Act consolidated results of their operations and changes in effect at financial position for the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at periods then ended; and the time filed Reports 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements GSE has filed with the Commission all Reports required to be filed by GSE under the Exchange Act and unaudited interim consolidated financial statements the rules and regulations of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q Commission. Each of the Exchange Act) and fairly present Reports has complied in all material respects with the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under Exchange Act or the Securities Act or the Exchange Actof 1933, as amended, as applicable.

Reports and Financial Statements. The Company has timely made all filings required to be made by the Company since January 1, 2000 it under the Securities Act and the Exchange Act (defined below). The Company has delivered, or made available on its website or otherwise, to the Purchaser prior to the execution of this Agreement a copy of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, the Company's Quarterly Reports on Form 10-Q that have been filed for all quarters ended since December 31, 2003, the Company's Current Reports on Form 8-K that were filed on January 12, 2004, February 20, 2004, April 8, 2004, April 14, 2004, April 21, 2004, April 23, 2004, May 6, 2004 and June 4, 2004, and the definitive proxy statement for the Company's 2004 annual meeting of stockholders, and through the Closing will deliver upon request any other Current Reports on Form 8-K filed since December 31, 2003 (as such documents have since the time of their filing been amended or supplemented, and together with all reports, documents and information filed on or after the date first written above through the date of Closing with the SEC, including all information incorporated therein by reference, collectively, the "SEC Reports"). The SEC Reports (a) have been filed with SEC complied and such filings complied will comply as to form in all material respects with all applicable the requirements of the Securities Act and the Securities Exchange Act in effect of 1934, as amended (the "Exchange Act"), and (b) did not, at the time of such filings. The SEC Reportstheir filing, including any financial statements or schedules included therein, at the time filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Reports (comply in all material respects with applicable accounting requirements and the "Financial Statements") rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as may be indicated therein and except with respect to unaudited otherwise specified in such financial statements to or the extent permitted by Form 10-Q of the Exchange Act) notes thereto, and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Company and its consolidated subsidiaries as of and for the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial unaudited statements, to normal, recurring year-end audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings Company, each of its Subsidiaries and each of the Funds have timely filed (i) all reports, schedules, forms, statements and other documents (other than Tax Returns), together with any amendments made with respect thereof (collectively, "Reports"), required to be made filed by them with the Company SEC and (ii) all material Reports required to be filed by them with any other Governmental Authority since January 1, 2000 under the Securities Act and the Exchange Act 1998 (the items described in clauses (i) and (ii), collectively, including all exhibits thereto, the "SEC Regulatory Reports") and have been filed with SEC paid all fees and such filings complied assessments due and payable in all material respects with all applicable requirements connection therewith. No Subsidiary of the Securities Act Company is required to file any report, schedule, form, statement or other document with the SEC. None of the reports, schedules, forms, statements and other documents filed by the Exchange Act in effect at Company, any of its Subsidiaries or Funds with any Governmental Authority since January 1, 1998, as of their respective dates (and, if amended or superseded by a filing prior to the time date of this Agreement, then on the date of such filings. The SEC Reportsfiling), including any financial statements or schedules included therein, at the time filed did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial statements and unaudited interim consolidated financial statements of (including the Transfer Group Companies that are related notes) included in the SEC Regulatory Reports (filed with any Self-Regulatory Organization complied as to form, as of its respective date of filing with such Self-Regulatory Organization, in all material respects with applicable accounting requirements and the "Financial Statements") published rules and regulations of the Self Regulatory Organization with respect thereto, have been prepared in accordance with GAAP (except except, in the case of unaudited statements, as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present fairly, in all material respects respects, the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies Company and each Subsidiary of the Company as of the respective dates or for the respective periods then endedset forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normalnormal and recurring year-end adjustments that are not material. All of such Regulatory Reports, recurring audit adjustments. Other than as of their respective dates (and as of the Companydate of any amendment to the respective Regulatory Report prior to the date of this Agreement), since January 1, 2000, no Transfer Group Company has been required to make any filings complied in all material respects with SEC under the Securities Act or the Exchange Actapplicable requirements of Applicable Law.

Reports and Financial Statements. The filings Since March 31, 1995, Parent has filed all reports (collectively, the "SEC REPORTS") required to be made by filed with the Company since January 1, 2000 under Securities and Exchange Commission ("SEC") pursuant to the Securities Act and the Exchange Act (the "Act. The SEC Reports") have been filed with SEC and such filings , as of their respective dates, complied in all material respects with all the applicable requirements of the Securities Act of 1933 and the Exchange Act in effect at of 1934, as the time case may be, and none of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed did not 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Parent included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles consistently applied throughout the periods indicated (except as may be indicated otherwise noted therein and except with respect to or, in the case of unaudited statements to the extent statements, as permitted by Form 10-Q of the Exchange Actapplicable law) and fairly present (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein) in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as at the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies Parent and its consolidated subsidiaries for the respective periods then ended. Since the date of Parent's last report on Form 10-Q, subjectthere has not been any fact, in event, circumstance or change affecting or relating to the case Parent or any of the interim financial statements, its subsidiaries which has had or is reasonably likely to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Acthave a Parent Material Adverse Effect.

Reports and Financial Statements. Entrust has previously furnished or -------------------------------- made available to the Company complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as filed with the SEC, and (b) all other reports filed by Entrust under the Exchange Act with the SEC since August 31, 1998 (such reports are collectively referred to herein as the "Entrust Reports"). The filings Entrust Reports constitute all of the documents required to be made filed by the Company Entrust since January 1August 31, 2000 1998 under the Securities Act and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings Act. The Entrust Reports complied in all material respects with all applicable the requirements of the Securities Exchange Act and the Exchange Act in effect at rules and regulations thereunder when filed. As of their respective dates, the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Entrust 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Entrust included in the SEC Entrust Reports (i) complied as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position condition, results of the Transfer Group Companies operations and cash flows of Entrust as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActEntrust.

Reports and Financial Statements. The filings Other than as set -------------------------------- forth herein, from April 2002 to the date hereof, except where failure to do so did not and would not have a material adverse effect on Buyer, Buyer has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to be made by file with the Company since January 1SEC, 2000 under including, but not limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K and Proxy Statements (collectively the Securities Act "Buyer's Reports"). Buyer has furnished or will furnish to Seller (and the Exchange Act (Shareholders upon the "SEC Reports"request of Shareholders) have been copies of all Buyer's Reports filed with the SEC and such filings since April 2002. As of their respective dates (but taking into account any amendments filed prior to the date of this Agreement), the Buyer's Reports (other than the financial statements included therein) complied in all material respects with all applicable requirements of the Securities Act rules and regulations promulgated by the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the Buyer's Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Reports (the "Financial Statements") have been with respect thereto, were prepared in accordance with GAAP consistently applied during the periods presented (except except, as may be indicated therein and except with respect to noted therein, or, in the case of unaudited statements to the extent statements, as permitted by Form 10-Q QSB of the Exchange ActSEC) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, (subject, in the case of the interim financial unaudited statements, to normal, recurring normal audit adjustments. Other than ) the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under financial position of Buyer and its consolidated subsidiaries as of the Securities Act or date thereof and the Exchange Actresults of their operations and their cash flows for the periods then ended.

Reports and Financial Statements. (a) The filings Buyer has previously furnished to the Company complete and accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 and December 31, 1997, (ii) Annual Report on Form 10-K for the fiscal year ended June 30, 1997, each as filed with the Securities and Exchange Commission (the "SEC"), and (iii) all --- other reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since June 30, 1997 through the Closing Date (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of ------------- the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since June 30, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subjectand (iv) are consistent with the books and records of the Buyer. Since December 31, 1997 Buyer has not, except as disclosed in Schedule 4.06, made or suffered any change in, or condition affecting, its condition (financial or otherwise), properties, profitability, prospects or operations other than changes, events or conditions in the case ordinary course of Buyer's business none of which (individually or in the interim aggregate) has had or may have a material adverse effect on its business, financial statementscondition, to normalproperties, recurring audit adjustments. Other than the Companyprofitability, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act prospects or the Exchange Actoperations.

Reports and Financial Statements. (a) The filings required Company has furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-KSB for the fiscal years ended December 31, 2001, as amended, December 31, 2002, as amended, and December 31, 2003, as filed with the SEC, (ii) Quarterly Reports on Form 10-QSB for the quarter ended April 4, 2004, as filed with the SEC, (iii) proxy statements related to be made by the Company all meetings of its stockholders (whether annual or special) held since January 1, 2000 2002, and (iv) all other reports filed with or registration statements declared effective by the SEC since January 1, 2002, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the SEC since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). The Company has timely made all filings required under the Securities Act and the Exchange Act (during the "12 months preceding the date of this Agreement. As of their respective dates, the Company SEC Reports") have been Reports were duly filed with SEC and such filings complied in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of SEC thereunder applicable to such filings. The Company SEC Reports, including any financial statements or schedules included thereinincluding, at but not limited to, the time filed Xxxxxxxx-Xxxxx Act. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings required CyberCash has previously furnished or made available to be made Network 1 complete and accurate copies, as amended or supplemented, of all reports filed by the Company since January 1CyberCash under Section 13, 2000 under the Securities Act and 14 or 15(d) of the Exchange Act with the SEC since March 30, 2000, inclusive of its Form 10-K filed on that date (such reports are collectively referred to herein as the "SEC “CyberCash Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements ”). As of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reportstheir respective dates, including any financial statements or schedules included therein, at the time filed CyberCash 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are CyberCash included in CyberCash Reports: (a) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Reports with respect thereto; (the "Financial Statements"b) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act); (c) and fairly present in all material respects the consolidated financial position condition, results of the Transfer Group Companies operations and cash flows of CyberCash as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in referred to therein; and (d) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActCyberCash.

Reports and Financial Statements. The filings Buyer has previously furnished or made available to the Company complete and accurate copies, as amended or supplemented, of its Registration Statement on Form S-1 (Reg. No. 333-140503) and each other form, report, statement or schedule and other document filed or furnished by it with the SEC since February 7, 2007 (collectively, the “Buyer Reports”). The Buyer Reports include all of the documents required to be made filed or furnished by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 or subSections (a) or (c) of Section 14 of the Exchange Act (with the "SEC Reports") have been filed from May 16, 2007 through the date of this Agreement. The Buyer Reports were prepared in accordance with SEC the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx, and, in each case, the rules and such filings regulations promulgated thereunder complied in all material respects with all applicable the requirements of the Securities Exchange Act and the Exchange Act in effect at rules and regulations thereunder when filed. As of their respective dates, and, if amended, as of the time date of each such filings. The SEC Reportsamendment, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), and (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer and its subsidiaries as of the respective dates thereof and for the respective periods then ended, subject, in the case of the interim financial statements, referred to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Acttherein.

Reports and Financial Statements. (a) The filings required Parent has previously furnished to be made by the Company complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 20-F for the fiscal years 1996 and 1997, as filed with the SEC, and any amendments thereto, (b) proxy statements relating to all meetings of its stockholders (whether annual or special) since January 1, 2000 under the Securities Act 1996 and (c) all other reports filed pursuant to the Exchange Act since January 1, 1996 (such annual reports, proxy statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "SEC Parent Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements ). As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed 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, in light of the circumstances under which they were made, not misleading. The consolidated audited consolidated financial statements statements, and unaudited interim consolidated financial statements schedules (if any) of the Transfer Group Companies that are Parent included in the SEC Parent Reports (together, the "Parent Financial Statements") (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Parent and each of its subsidiaries as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, and (iv) are consistent in all material respects with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActParent.

Reports and Financial Statements. The filings Company has previously furnished to XxXxxxxx complete and accurate copies, as amended or supplemented, of its (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 1996 (such annual reports, quarterly reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents filed or required to be made filed by the Company with the SEC since January 1December 31, 2000 under 1996. As of their respective dates, the Securities Act and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Company 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (together, the "Financial Statements") (A) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP'') applied on a consistent basis throughout the periods covered thereby except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), and (C) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods then ended, subject, in the case of the interim financial statements, referred to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Acttherein.

Reports and Financial Statements. The filings Buyer has previously furnished to the Seller complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1996, as filed with the Securities and Exchange Commission ("SEC"), and (b) all other reports filed by the Buyer under the Securities and Exchange Act, 1934 (the "Exchange Act") with the SEC since December 31, 1996 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since December 31, 1996. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act) and (iii) fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then ended, referred to therein (subject, in the case of the interim financial unaudited statements, to normal, normal recurring audit year-end adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act).

Reports and Financial Statements. The filings required Company has previously made available to be made the Purchasers complete and accurate copies, as amended or supplemented, of all reports filed by the Company under Section 13 of the Exchange Act with the SEC since January 1, 2000 1995 (such reports are collectively referred to herein as the "Company SEC Reports"). The Company has timely filed all reports required to be filed under the Securities Act and the Exchange Act (since June 30, 1999. As of their respective dates, the "Company SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or as necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the Company SEC Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects represent the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company and the Subsidiaries as of the respective dates and for the respective periods then ended, subject, in referred to therein and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than Company and the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActSubsidiaries.

Reports and Financial Statements. The filings Buyer has previously delivered to the Company and the Sellers complete and accurate copies, as amended or supplemented, of the Buyer’s prospectus dated October 30, 1997, as filed with the SEC, as supplemented by all reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since the end of the Buyer’s most recent fiscal year (such reports are collectively referred to herein as the “Buyer Reports”). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since the end of the Securities Act Buyer’s most recent fiscal year, and no event has occurred which requires the Exchange Act in effect at filing prior to the time date hereof of such filingsany other Buyer Report which has not been filed. The SEC ReportsAs of their respective dates, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements statements, if any, of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then ended, subject, in referred to therein and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings Company has filed all material reports, schedules, forms, statements and other documents required to be made filed by it with the Company Securities and Exchange Commission (the "SEC") since January 1, 2000 under the Securities Act and the Exchange Act (collectively, including all exhibits thereto, the "COMPANY SEC ReportsREPORTS") have been filed with SEC and such filings complied in all material respects with all applicable requirements ). No Subsidiary of the Securities Act and Company is required to file any form, report or other document with the Exchange Act in effect at SEC. None of the time Company SEC Reports filed as of their respective dates (or, if amended or superseded by a subsequent filing, then as of the date of such filings. The SEC Reportsfiling), including any financial statements as so amended or schedules included thereinsuperseded, at the time filed did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except misleading or failed to comply as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, the Exchange Act and, in each case, the rules and regulations promulgated thereunder. Each of the consolidated financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies Company and its Subsidiaries as of the respective dates or for the respective periods then endedset forth therein, all in conformity with United States generally accepted accounting principles ("U.S. GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal, normal and recurring audit year-end adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings Buyer has previously furnished or made available to the Seller complete and accurate copies, as amended or supplemented, of (a) its Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as filed with the SEC on April 2, 2001 and (b) all other reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC between December 31, 2000 and the date of this Agreement (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings from December 31, 2000 through the date of this Agreement. The Buyer Reports complied in all material respects with all applicable the requirements of the Securities Exchange Act and the Exchange Act in effect at rules and regulations thereunder when filed. As of their respective dates, the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings Company has previously -------------------------------- furnished to Investor complete and accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-QSB for the fiscal quarter ended Xxxxx 00, 0000, (xx) Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997, each as filed with the Commission, and (iii) all other reports filed by the Company under Section 13 of the Exchange Act with the Commission since March 31, 1998 (such reports are collectively referred to herein as the "Company ------- Reports"). The Company Reports include all of the documents required to be made ------- filed by the Company since January 1, 2000 under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements Commission since December 31, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Company 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the Commission with respect thereto, (ii) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of QSB under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. (a) The filings Company and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be made filed or furnished by it with the SEC since December 31, 2012 (all such documents and reports filed or furnished by the Company since January 1or any of its Subsidiaries, 2000 under the Securities Act “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the Exchange Act (dates of the "relevant meetings, respectively), the Company SEC Reports") have been filed with SEC and such filings Documents complied in all material respects with all applicable the requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act in effect at of 2002 (the time “Xxxxxxxx-Xxxxx Act“), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of such filings. The the Company SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain Documents 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements Since December 31, 2012, no executive officer of the Transfer Group Companies that Company 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 included no outstanding or unresolved comments in any comment letters of the staff of the SEC Reports (received by the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements Company relating to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActDocuments.

Reports and Financial Statements. (a) The filings Company has filed or furnished all forms, documents and reports required to be made filed or furnished prior to the date of this Agreement by it with the Company SEC on a timely basis since January 1, 2000 under the Securities Act and the Exchange Act 2013 (the "SEC Reports") together with any documents so filed or furnished during such period on a voluntary basis, in each case as may have been amended, and together with all exhibits, financial statements and schedules thereto and all information incorporated therein by reference, the “Company SEC Documents”). Each of the Company SEC Documents, including all Company SEC Documents filed with SEC and such filings or furnished after the date of this Agreement, complied at the time they were filed or furnished in all material respects with all the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act in effect at and the time rules and regulations promulgated under any such Law, as the case may be. As of such filings. The the date filed or furnished with the SEC, none of the Company SEC ReportsDocuments, including any financial statements all Company SEC Documents filed or schedules included thereinfurnished after the date of this Agreement, at the time filed did not contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements None of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q Subsidiaries of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been is required to make any filings with SEC under the Securities Act or the Exchange ActSEC.

Reports and Financial Statements. The filings Company has previously furnished or made available to the Purchaser complete and accurate copies, as amended or supplemented, of its (i) Annual Report on Form 10-K for the fiscal year ended September 30, 1997, as filed with the Securities and Exchange Commission (the "SEC"), (ii) its Quarterly Reports on Form 10-Q for the quarter ended December 31, 1997, March 31, 1998 and June 30, 1998, as filed with the SEC, (iii) its Current Report on Form 8-K dated November 14, 1997, as amended by a Form 8-K/A dated December 23, 1997, as filed with the SEC and (iv) all other reports or statements filed by the Company with the SEC since September 30, 1997 (such reports and statements are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 under Section 13 of the Securities Act and the Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since September 30, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Company 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. (a) The filings Company has timely filed all forms, reports, schedules and documents required to be filed by it with the SEC and has heretofore made by available to Parent (other than preliminary materials), in the Company form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1999, December 31, 2000 and December 31, 2001, respectively, (ii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 2000 under 1999, and (iii) all other forms, reports and other registration statements filed by the Securities Act Company with the SEC after January 1, 1999 and before the Exchange Act Effective Time, including, without limitation, the Form 10-K for the fiscal year ended December 31, 2001 (the "SEC 2001 Annual Report") (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above, together with any amendments or supplements thereto filed before the Effective Time, being referred to herein, collectively, as the "Company Reports"). The Company Reports (i) have been filed with SEC were prepared, in all material respects, in accordance with, and such filings complied in all material respects with, as of their respective dates (including the filing date of any amendments or the date a document became effective with all the SEC, if applicable), the applicable requirements of the Securities Act and the Exchange Act in effect Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time they were filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements No subsidiary is required to file any form, report or other document with the SEC. As of the Transfer Group Companies that date hereof, there are included in no material unresolved comments issued by the staff of the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q any of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActReports.

Reports and Financial Statements. The filings Buyer has previously furnished to the Company complete and accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-Q for the fiscal quarters ended September 30, 1998, December 31, 1998 and Xxxxx 00, 0000, (xx) Annual Report on Form 10-K for the fiscal year ended June 30, 1998, each as filed with the Securities and Exchange Commission (the "SEC"), and (iii) all other reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since June 30, 1998 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports include all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since September 30, 1998. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings required BGS has previously furnished to be made by BMC true and complete copies of (a) all annual reports filed with the Company Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1, 2000 1995, (b) BGS's quarterly and other reports filed with the Commission since January 1, 1995, (c) all definitive proxy solicitation materials filed with the Commission since January 1, 1995, and (d) any registration statements declared effective by the Commission since January 1, 1995. The consolidated financial statements of BGS and its subsidiaries included in BGS's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the Commission by BGS under the Securities Act and the Exchange Act subsequent thereto (collectively, the "SEC BGS Reports") have been were, or (if filed after the date hereof) will be, prepared in accordance with SEC generally accepted accounting principles applied on a consistent basis during the periods involved and such filings complied in all material respects with all applicable requirements fairly present, or will present, the consolidated financial position for BGS and its subsidiaries as of the Securities Act dates thereof and the Exchange Act consolidated results of their operations and changes in effect at financial position for the time of such filings. The SEC Reportsperiods then ended (except with respect to interim period financial statements, including any financial statements or schedules included therein, at for normal year-end adjustments which are not material); and the time filed BGS Reports 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, in light of the circumstances under which whey they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since Since January 1, 20001995, no Transfer Group Company BGS has been filed with the Commission all reports required to make any filings with SEC be filed by BGS under the Securities Exchange Act or and the Exchange Actrules and regulations of the Commission.

Reports and Financial Statements. The filings Buyer has previously furnished to the Seller complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997, as filed with the SEC, and (b) all other reports filed by the Buyer under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC since December 31, 1997 (such reports are collectively referred to herein as the "Buyer Reports"), including Buyer's report on Form 10-Q for the quarter ended March 31, 1998 ("Buyer's Most Recent Fiscal Period End"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since December 31, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein and except with respect to unaudited statements to or in the extent notes thereto and, in the case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer and its Subsidiaries as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings Buyer has previously furnished to the Company complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997, as filed with the Securities and Exchange Commission ("SEC"), and (b) all other reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since December 31, 1997 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since December 31, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The Buyer Reports comply as to form in all material respects with the requirements of the Exchange Act and the published rules and regulations of the SEC with respect thereto, and the audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings (a) With the exception of the Restatement and Related Matters, the Company has filed or furnished on a timely basis all forms, documents and reports required to be made filed or furnished prior to the date hereof by it with the SEC since December 31, 2004 (such forms, documents and reports, the “Prior Company since January 1SEC Documents”), 2000 under each of which (subject to any disclaimers, exceptions and qualifications set forth within such Prior Company SEC Document) at the Securities Act and time of its filing or being furnished (after giving effect to all post-filing or post-furnishing amendments thereto filed or furnished prior to the Exchange Act (the "SEC Reports"date hereof) have been filed with SEC and such filings complied in all material respects with all the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act in effect at Sxxxxxxx-Xxxxx Act, as the time case may be, and the applicable rules and regulations promulgated thereunder, and as of such filings. The the date filed with the SEC, and as of their respective dates, none of the Company SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain Documents 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, in light of the circumstances under which they were made, not misleading; provided, however, that the representations contained in this Section 4.4(a) do not relate to any financial information. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in Any documents or reports filed or furnished with the SEC Reports after the date of this Agreement (the "Financial Statements") have been prepared such documents and reports, in accordance with GAAP (except each case as may be indicated therein and except with respect to unaudited statements finally amended prior to the extent permitted by Form 10-Q of Effective Time) the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.“

Reports and Financial Statements. Complete and accurate copies, as amended or supplemented, of the Buyer’s (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Securities and Exchange Commission (the “SEC”), and (b) all other reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since December 31, 2003 (such reports are collectively referred to herein as the “Buyer Reports”) are available on the web site maintained by the SEC at xxxx://xxx.xxx.xxx. The filings Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings from December 31, 2003 through the date of this Agreement. The Buyer Reports complied in all material respects with all applicable the requirements of the Securities Exchange Act and the Exchange Act in effect at rules and regulations thereunder when filed. As of their respective dates, the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings Company has previously furnished each Initial Purchaser with true and complete copies, as amended or supplemented, of the following documents, to the extent not available on the EDGAR system (i) Annual Report on Form 10-K for the year ended Xxxxmber 31, 2001, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2002 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 2001 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the "the Company Commission Filings"). The Company Commission Filings constituted all of the documents required to be made filed by the Company with the Commission since January 1December 31, 2000 under the Securities Act and the Exchange Act 2001. As of their respective dates, such Company's Commission Filings (the "SEC Reports"as amended or supplemented) have been filed with SEC and such filings complied in all material respects with all applicable the requirements of the Securities Act and the Exchange Act in effect at and the time rules and regulations of such filings. The SEC Reportsthe Commission promulgated thereunder, including any financial statements or schedules included therein, at the time filed and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in such Company's Commission Filings comply as to form in all material respects with applicable accounting requirements and the SEC Reports (published rules and regulations of the "Financial Statements") Commission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to or in the extent notes thereto and, in the case of the quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of Company at the respective dates thereof and the consolidated results of its operations and its cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings Exten has previously delivered to Multi-Cell, the Trust and the Shareholder copies of its (a) Form 10-KSB for the fiscal year ending November 30, 2000, (b) Form 10-QSB for the quarter ended May 31, 2001 and (c) all other reports or registration statements filed by Exten with the Commission since November 30, 2000, (such reports and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Exten Reports"). Since November 30, 2000, Exten has filed all forms, reports and documents with the Commission required to be made filed by it pursuant to the Company since January 1federal securities laws and Commission rules and regulations promulgated thereunder, 2000 under the Securities Act and the Exchange Act (the "SEC Reports") have been all such forms, reports and documents, as amended, filed with SEC and such filings the Commission have complied in all material respects with all applicable requirements provisions of the Securities Act federal securities laws and the Exchange Act in effect at Commission rules and regulations promulgated thereunder. As of their respective dates, the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Exten 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Exten included in the SEC Exten Reports (together, the "Exten Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly and accurately present in all material respects the consolidated financial position of the Transfer Group Companies Exten and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies changes in financial position for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings required Prior to be made by the Company since January 1closing, 2000 under Rainwire shall complete, file and make available to Oasis (including through the Securities Act SEC's EDGAR system) true and complete copies of: (a) Rainwire's Annual Repoxx xx Form 10-KSB filed with the Exchange Act SEC for the fiscal year ending December 31, 2000; (b) Rainwire's Quarterly Report on Form 10-QSB filed with the SEC for the quarter ended March 31, 2001, (c) Rainwire's Quarterly Report on Form 10-QSB filed with the SEC for the quarter ended June 30, 2001 (individually a "SEC Report" and collectively, the "SEC Reports"). To the best of Rainwire's knowledge, the audited consolidated financial statements and unaudited consolidated interim financial statements included in Rainwire SEC Reports (including any related notes and schedules) have been filed complied as to form, as of their respective dates of filing with SEC and such filings complied the SEC, in all material respects with all applicable accounting requirements and the published rules and regulations of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reportswith respect thereto, including any financial statements or schedules included therein, at the time filed 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP consistently applied during the periods involved (except as may be indicated therein otherwise disclosed in the notes thereto, and except with respect to that unaudited statements to the extent do not contain footnotes in substance or form required by GAAP, as is permitted by Form 10-Q QSB of the Exchange Act) and fairly present in all material respects presented the consolidated financial position of the Transfer Group Companies Rainwire and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods or as of the Transfer Group Companies for the respective periods dates then ended, ended (subject, in the case of the interim financial statementswhere appropriate, to normal, recurring audit normal year-end adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act).

Reports and Financial Statements. (a) The filings Company has timely filed or furnished all forms, documents and reports required to be made filed or furnished by it with the Company SEC since January 1, 2000 under 2021 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, and as supplemented, modified or amended since the Securities Act time of filing, the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the Exchange Act (dates of the "relevant meetings, respectively), the Company SEC Reports") have been filed with SEC and such filings Documents complied in all material respects with all the applicable requirements of the U.S. Securities Act of 1933, as amended, (the “Securities Act”), the Exchange Act and the Exchange Sxxxxxxx-Xxxxx Act in effect at of 2002 (the time “Sxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations of such filings. The the SEC Reportspromulgated thereunder, including any financial statements or schedules included therein, at and none of the time filed did not contain Company SEC Documents 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements None of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then endedCompany’s Subsidiaries is, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, or at any time since January 1, 20002021 has been, no Transfer Group Company has been required to make file any filings forms, reports or other documents with SEC under the Securities Act or the Exchange ActSEC.

Reports and Financial Statements. The filings Buyer has -------------------------------- previously furnished to the Company complete and accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-Q for the fiscal quarters ended December 31, 1996, March 31, 1997, September 30,1997 and Xxxxxxxx 00, 0000, (xx) Annual Report on Form 10-K for the fiscal year ended June 30, 1997, each as filed with the Securities and Exchange Commission (the "SEC"), and (iii) --- all other reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since December 31, 1996 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports include all of the documents ------------- required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since December 31, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings required SPR has previously furnished to be made Metamor true and complete copies of (a) all of SPR's annual reports filed with the Commission pursuant to the Exchange Act, since December 31, 1997, (b) SPR's quarterly and other reports filed with the Commission since December 31, 1996, (c) all definitive proxy solicitation materials filed by SPR with the Commission since December 31, 1996, and (d) any of SPR's registration statements declared effective by the Company Commission since January 1December 31, 2000 1996. The consolidated financial statements of SPR included in SPR's most recent annual report on Form 10-K and most recent quarterly report on Form 10-Q, and any other reports filed with the Commission by SPR under the Securities Act and the Exchange Act subsequent thereto (collectively, the "SEC SPR Reports") have been filed (i) were prepared in accordance with SEC the published regulations of the Commission and such filings complied in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved and (ii) fairly present the financial position for SPR as of the dates thereof and the results of its operations and changes in financial position for the periods then ended (except with respect to interim period financial statements, for normal year-end adjustments which are not material); the SPR Reports were prepared in all material respects in accordance with all applicable the requirements of the Securities Act and the Exchange Act in effect at Act, as the time case may be, and the applicable rules and regulations of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Commission thereunder; and the SPR 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of Since December 31, 1996, SPR has filed with the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in Commission all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been reports required to make any filings with SEC be filed by SPR under the Securities Act or and the Exchange ActAct and the rules and regulations of the Commission.

Reports and Financial Statements. The filings required Parent has previously furnished to be made NextPoint true and correct copies of (i) its Prospectus dated August 12, 1999 filed pursuant to Rule 424(b) of the Securities Act; (ii) its Quarterly Report on Form 10-Q for the period ended September 30, 1999, (iii) its Quarterly Report on Form 10-Q for the period ended December 31, 1999, (iv) all other reports filed by it with the Company Securities and Exchange Commission (the "COMMISSION") under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") since January 1, 2000 under and (v) Parent hereby agrees to furnish to NextPoint true and correct copies of all reports filed by it with the Securities Act and Commission after the Exchange Act date hereof prior to the Closing all in the form (including exhibits) so filed (collectively, the "SEC ReportsREPORTS") have been filed with SEC and such filings ). As of their respective dates, the Reports complied in all material respects with all the then applicable requirements published rules and regulations of the Securities Act Commission with respect thereto and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Parent included in the SEC Reports (i) complied as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the Commission with respect thereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes therein, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position condition, results of the Transfer Group Companies operations and cash flows of Parent as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActParent.

Reports and Financial Statements. The filings required to be made Each of (a) the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003, (b) the Company's Annual Report on Form 10-K for the year ended December 31, 2002, (c) the definitive proxy statement for the Company's 2003 annual meeting of stockholders and (d) any Current Reports on Form 8-K filed with the Commission by the Company since January 1, 2000 under 2003 (as such documents have since the Securities Act and the Exchange Act (time of their filing been amended or supplemented, the "SEC Reports") have been (i) was timely filed with SEC and such filings complied in all material respects with all applicable the requirements of the Securities Act and the Exchange Act in effect at of 1934, as amended (the time of such filings. The SEC Reports"Exchange Act"), including any financial statements or schedules included therein, at the time filed and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, at the time of filing (or the time of subsequent amendment or supplement, in the case of any SEC Reports that have been subsequently amended or supplemented). The audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each case, the Transfer Group Companies that are notes, if any, thereto) included in the SEC Reports (complied in all material respects with the "Financial Statements") have been published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements to the extent as permitted by Form 10-Q of the Exchange ActSEC) and fairly present (subject, in all material respects the case of the unaudited interim financial statements, to year-end audit adjustments and the absence of notes thereto) the consolidated financial position of the Transfer Group Companies Company as of at the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies flow for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. Buyer will deliver to -------------------------------- Shareholder prior to June 28, 1998 accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-Q for the fiscal quarters ended September 30,1997, December 31, 1997, and Xxxxx 00, 0000 (xx) Annual Report on Form 10-K for the fiscal year ended June 30, 1997, each as filed with the Securities and Exchange Commission (the "SEC"), and (iii) all other reports filed by the Buyer under --- Section 13 of the Exchange Act with the SEC since March 31, 1998 (such reports are collectively referred to herein as the "Buyer Reports"). The filings Buyer Reports ------------- include all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since June 30, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings Company has previously furnished to XxXxxxxx complete and accurate copies, as amended or supplemented, of its (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997 and (iii) all other reports or registration statements filed by the Company with the SEC since December 31, 1996 (such annual reports, quarterly reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents filed or required to be made filed by the Company with the SEC since January 1December 31, 2000 under 1996. As of their respective dates, the Securities Act and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Company 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (together, the "Financial Statements") (A) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), and (C) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods then ended, subject, in the case of the interim financial statements, referred to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Acttherein.

Reports and Financial Statements. (a) The filings Company has filed or furnished, on a timely basis, all forms, documents and reports (including exhibits) required to be made filed or furnished by it with the Company Securities and Exchange Commission (the “SEC”) since January 1, 2000 under 2006 (all such filed documents, together with the Securities Act exhibits and schedules thereto and all information incorporated by reference therein, the “Company SEC Documents”). As of their respective dates, and, in the case of registration statements and proxy statements, as of the dates of effectiveness and the Exchange Act (dates of mailing, respectively, or in case of any such filing, if amended prior to the "date hereof, as of the date of the last such amendment, the Company SEC Reports") have been filed with SEC and such filings Documents complied in all material respects with all the applicable requirements of the Securities Act of 1933, as amended (“Securities Act”), and the Exchange Act in effect at Act, as the time case may be, and the applicable rules and regulations promulgated thereunder, and none of such filings. The the Company SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain Documents contained any untrue statement of a material fact or omit omitted to state a or incorporate by reference any material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements No Subsidiary of the Transfer Group Companies that are included in Company is required to file any form or report with the SEC. As of the date hereof, the Company does not intend to file with the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect any amendments to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group any previously filed Company has been required to make any filings with SEC under the Securities Act or the Exchange ActDocuments.

Reports and Financial Statements. The filings required Company has previously -------------------------------- made available to be made by the Company since January 1Purchaser complete and accurate copies, 2000 under as amended or supplemented, of its (a) Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000, as filed with the Securities Act and the Exchange Act Commission (the "SEC Commission"), and (b) Registration Statement on Form S-1 (Commission File No. 333-90013), as filed with the Commission (such reports are collectively referred to herein as the "Company Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements ). As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Company 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (i) comply in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the Commission with respect thereto, (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q under the Securities Exchange Act of the Exchange Act1934, as amended), and (iii) and fairly present in all material respects presented the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company as of the respective dates thereof and for the respective periods then ended, subject, in the case of the interim financial statements, referred to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Acttherein.

Reports and Financial Statements. The filings Buyer has previously -------------------------------- furnished or made available to CMGI and Adsmart complete and accurate copies, as amended or supplemented, and all reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the Securities Exchange Commission (collectively, the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings through the date of this Agreement. The Buyer Reports complied as to form in all material respects with all applicable the requirements of the Securities Exchange Act and the Exchange Act in effect at rules and regulations thereunder when filed. As of their respective dates, the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements (if any) and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings Buyer has previously furnished or made available to the Company complete and accurate copies, as amended or supplemented, of all reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings through the date of this Agreement. The Buyer Reports complied in all material respects with all applicable the requirements of the Securities Exchange Act and the Exchange Act in effect at rules and regulations thereunder when filed. As of their respective dates, the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. (a) The filings Company has filed all forms, reports and documents required to be filed by it with the SEC since December 31, 1995, and has heretofore made available to Buyer (other than preliminary materials), in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1995, December 29, 1996 and December 28, 1997, respectively, (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 1995, and (iii) all other forms, reports and other registration statements filed by the Company since January 1with the SEC after December 31, 2000 under 1995 and before the Securities Act and Effective Time, including, without limitation, the Exchange Act Form 10-Q for the quarter ended March 29, 1998, when filed (the forms, reports and other documents referred to in clauses (i), (ii) and (iii) above, together with any amendments or supplements thereto filed before the Effective Time, being referred to herein, collectively, as the "SEC Company Reports"). The Company Reports (i) have been filed with SEC and such filings complied were prepared in accordance in all material respects with all the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act in effect Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time they were filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been No Subsidiary is required to make file any filings form, report or other document with SEC under the Securities Act or the Exchange ActSEC.

Reports and Financial Statements. The filings Buyer has -------------------------------- previously furnished to the Company complete and accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-Q for the fiscal quarters ended September 30, 1998, December 31, 1998 and Xxxxx 00, 0000, (xx) Annual Report on Form 10-K for the fiscal year ended June 30, 1998, each as filed with the Securities and Exchange Commission (the "SEC"), and (iii) all other reports --- filed by the Buyer under Section 13 of the Exchange Act with the SEC since June 30, 1998 (such reports are collectively referred to herein as the "Buyer ----- Reports"). The Buyer Reports include all of the documents required to be made filed ------- by the Company since January 1, 2000 Buyer under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since September 30, 1998. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings required Company has delivered to be made by the Company since January Purchasers prior to the execution of this Agreement a copy of the Company's Annual Report for the year ended September 30, 2000, the Company's Transitional Report on Form 10-K for the transition period from October 1, 2000 under to February 28, 2001, the Securities Act Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 2001, the definitive proxy statement for the Company's 2001 annual meeting of stockholders and all Current Reports on Form 8-K filed since February 28, 2001 (as such documents have since the Exchange Act (time of their filing been amended or supplemented, the "SEC Reports"). The SEC Reports (a) have been filed with SEC and such filings complied as to form in all material respects with all applicable the requirements of the Securities Act and the Exchange Act in effect at of 1934, as amended (the time of such filings. The SEC Reports"Exchange Act"), including any financial statements or schedules included therein, at the time filed and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each case, the Transfer Group Companies that are notes, if any, thereto) included in the SEC Reports (complied as to form in all material respects with the "Financial Statements") have been published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements to the extent as permitted by Form 10-Q of the Exchange ActSEC) and fairly present (subject, in all the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments not material respects in amount or effect and the absence of footnotes) the consolidated financial position of the Transfer Group Companies Company as of at the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings Buyer has previously furnished or made available to the Company complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as filed with the Securities and Exchange Commission (the "SEC"), and (b) all other reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since December 31, 2000 (such reports, as amended or supplemented from time to time, are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings from December 31, 2000 through the date of this Agreement. The Buyer Reports complied in all material respects with all applicable the requirements of the Securities Exchange Act and the Exchange Act in effect at rules and regulations thereunder when filed. As of their respective dates, the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings Since January 1, 1996, -------------------------------- the Company has timely filed with the SEC all forms, reports, schedules, statements and other documents required to be made filed by the Company since January 1, 2000 it under the Securities Act and or the Exchange Act (such documents, as supplemented or amended since the time of filing, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports, including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) have been filed with SEC and such filings (a) complied in all material respects with all the applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC ReportsAct, including any financial statements or schedules included therein, at the time filed and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements of the Transfer Group Companies that are included or incorporated by reference in the Company SEC Reports (the "Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present present, in all material respects respects, the consolidated financial position of the Transfer Group Companies Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their cash flows of the Transfer Group Companies for the respective periods then endedset forth therein, in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and subject, in the case of the interim financial statementswhere appropriate, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act normal year-end adjustments that would not be material in amount or the Exchange Acteffect).

Reports and Financial Statements. The filings Buyer has previously furnished or made available to the Company complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended September 30, 1998, as filed with the Securities and Exchange Commission (the "SEC"), and (b) all other reports filed by the Buyer under Section 13 or 14 of the Exchange Act with the SEC since September 30, 1998 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 or 14 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied from September 30, 1998 through the date of this Agreement. The Buyer Reports comply in all material respects with all applicable the requirements of the Securities Exchange Act and the Exchange Act in effect at rules and regulations thereunder. As of their respective dates, the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings required Parent has previously furnished to be made by Target complete and accurate copies, as amended or supplemented, of its (i) Annual Reports on Form 10-K for the Company since January 1fiscal years ended 1995 and 1996, 2000 under together with all exhibits thereto, as filed with the Securities Act and the Exchange Act Commission (the "SEC Commission"), (ii) proxy statement relating to the Annual Meeting of Stockholders to be held on May 29, 1997, (iii) Quarterly Reports on Form 10-Q, together with all exhibits thereto, as filed with the Commission since December 31, 1996 and (iv) other reports filed by Parent with the Commission since December 31, 1996 (such reports and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Parent Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements ). As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Parent included in the SEC Parent Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the Commission with respect thereto, (ii) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except in the case of quarterly financial statements, as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position condition, results of the Transfer Group Companies operations and cash flows of Parent as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then endedreferred to therein, subjectand (iv) are consistent with the books and records of Parent. Since December 31, 1996, there has been no material adverse change in the case business, assets or financial condition of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActParent.

Reports and Financial Statements. The filings required to be made by Parent has previously furnished the Company with true and complete copies of its (i) Annual Report on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Securities and Exchange Commission (the "Commission"), (ii) proxy statements related to all meetings of its shareholders (whether annual or special) since January 1, 2000 under 1996, and (iii) all other reports or registration statements filed by Parent with the Securities Act Commission since December 31, 1996, except for preliminary material (in the case of clauses (ii) and the Exchange Act (iii) above) and except for registration statements on Form S-8 relating to employee benefit plans (clauses (i) through (iii) being referred to herein collectively as the "Parent SEC Reports") have been filed with ). As of their respective dates, the Parent SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the Parent SEC Reports (the "Financial Statements") Reports: have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Act) and fairly notes thereto); present fairly, in all material respects respects, the consolidated financial position of Parent and its subsidiaries as at the Transfer Group Companies as of the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject; and are in all material respects, in accordance with the case books of account and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActParent and its subsidiaries.

Reports and Financial Statements. The filings Since January 1, 1996, Telescan has filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be made filed by the Company since January 1, 2000 it under each of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Exchange Act respective rules and regulations thereunder (collectively, the "Telescan SEC Reports") have been filed with SEC and such filings ), all of which complied in all material respects with all applicable requirements of the Securities Act appropriate act and the Exchange Act in effect at the time rules and regulations thereunder. Telescan has previously made available or delivered to MicroCap all of such filingsTelescan SEC Reports. The As of their respective dates, and to the knowledge of Telescan, the Telescan SEC Reports, including any financial statements or schedules included therein, at the time filed 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, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Telescan included in the such Telescan SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Telescan and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end and audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described therein.

Reports and Financial Statements. The filings Since January 1, 1996, except where failure to have done so did not and would not have a Material Adverse Effect on Republic, Republic has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to be file with the SEC, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (collectively, the "Republic Reports"). Republic has previously furnished or made by available to the Company Companies and the Shareholder copies of all Republic Reports filed with the SEC since January 1, 2000 under 1996. As of their respective dates (but taking into account any amendments filed prior to the Securities Act and date of this Agreement), the Exchange Act (the "SEC Reports") have been filed with SEC and such filings Republic Reports complied in all material respects with all applicable requirements of the Securities Act rules and regulations promulgated by the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Republic included in the Republic Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Reports (the "Financial Statements") with respect thereto, have been prepared in accordance with GAAP consistently applied during the periods presented (except except, as may be indicated therein and except with respect to noted therein, or, in the case of the unaudited statements to the extent statements, as permitted by Form 10-Q of the Exchange ActSEC) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, (subject, in the case of the interim financial unaudited statements, to normal, recurring normal audit adjustments. Other than ) the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under financial position of Republic and its consolidated subsidiaries as of the Securities Act or date thereof and the Exchange Actresults of their operations and their cash flows for the periods then ended.

Reports and Financial Statements. (a) The filings Buyer has previously furnished to the Company complete and accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998, (ii) Annual Report on Form 10-K for the fiscal year ended June 30, 1997, each as filed with the Securities and Exchange Commission (the "SEC"), and (iii) all other reports filed by the Buyer under Section 13 of the --- Exchange Act with the SEC since March 31, 1998 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports include all of the ------------- documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since March 31, 1998. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. (a) The filings Company has filed or furnished, and will file or furnish on a timely basis, all forms, documents and reports required to be made filed or furnished by it with the SEC since June 30, 2005 (the “Company SEC Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment, the Company since January 1SEC Documents complied, 2000 under or in the Securities Act and case of Company SEC Documents to be filed after the Exchange Act (the "SEC Reports") have been filed with SEC and such filings complied date hereof, will comply, in all material respects with all applicable the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and the rules and regulations promulgated thereunder, and none of the Company SEC Documents contained, or, in effect at the time case of such filings. The Company SEC ReportsDocuments to be filed after the date hereof, including any financial statements or schedules included therein, at the time filed did not will contain any untrue statement of a material fact or omit omitted or, in the case of Company SEC Documents to be 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings Buyer has previously furnished or made available to CMGI and Adsmart complete and accurate copies, as amended or supplemented, and all reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the Securities Exchange Commission (collectively, the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings through the date of this Agreement. The Buyer Reports complied as to form in all material respects with all applicable the requirements of the Securities Exchange Act and the Exchange Act in effect at rules and regulations thereunder when filed. As of their respective dates, the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements (if any) and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) complied as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings Company has previously furnished to Investor complete and accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-QSB for the fiscal quarter ended Xxxxx 00, 0000, (xx) Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997, each as filed with the Commission, and (iii) all other reports filed by the Company under Section 13 of the Exchange Act with the Commission since March 31, 1998 (such reports are collectively referred to herein as the "Company Reports"). The Company Reports include all of the documents required to be made filed by the Company since January 1, 2000 under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements Commission since December 31, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Company 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the Commission with respect thereto, (ii) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of QSB under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings Other than as set forth herein, from December 31, 2000 to the date hereof, except where failure to do so did not and would not have a material adverse effect on Buyer, Buyer has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to be made by file with the Company since January 1SEC, 2000 under the Securities Act including, but not limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K and the Exchange Act Proxy Statements (collectively the "SEC ReportsBUYER'S REPORTS") have been ). Buyer has furnished or will furnish to Corporation copies of all Buyer's Reports filed with the SEC and such filings since December 31, 2000. As of their respective dates (but taking into account any amendments filed prior to the date of this Agreement), the Buyer's Reports (other than the financial statements included therein) complied in all material respects with all applicable requirements of the Securities Act rules and regulations promulgated by the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the Buyer's Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Reports (the "Financial Statements") have been with respect thereto, were prepared in accordance with GAAP consistently applied during the periods presented (except except, as may be indicated therein and except with respect to noted therein, or, in the case of unaudited statements to the extent statements, as permitted by Form 10-Q QSB of the Exchange ActSEC) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, (subject, in the case of the interim financial unaudited statements, to normal, recurring normal audit adjustments. Other than ) the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under financial position of Buyer and its consolidated subsidiaries as of the Securities Act or date thereof and the Exchange Actresults of their operations and their cash flows for the periods then ended.

Reports and Financial Statements. The filings required Parent has previously furnished to be made Natchez true and correct copies of its (i) Annual Report on Form 10-K for the period ended December 31, 1998, (ii) the Recent 10-Q, and (iii) all other reports filed by it with the Company Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act") since January 1, 2000 under the Securities Act and the Exchange Act 1999 (such reports, together with any amendments or supplements thereto are collectively referred to herein as, the "SEC Reports") have been filed with SEC and such filings ). As of their respective dates, the Reports complied or will comply in all material respects with all the then applicable requirements published rules and regulations of the Securities Act and the Exchange Act in effect Commission with respect thereto at the time date of such filings. The SEC Reports, including any financial statements their issuance and did not or schedules included therein, at the time filed did 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, in light of the circumstances under which they were made, not misleading. The As of the date hereof, no additional filings or amendments to previously filed Reports are required pursuant to such rules and regulations. Each of the audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have has been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects presents the consolidated financial position of the Transfer Group Companies entity or entities to which it relates as of at its date or the respective dates thereof and the consolidated results of operations and operations, stockholders' equity or cash flows of the Transfer Group Companies for the respective periods then ended, such entity or entities (subject, in the case of the interim financial unaudited statements, to normalthe absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, recurring audit adjustments. Other than which will not be material either individually or in the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Actaggregate).

Reports and Financial Statements. The filings Buyer has -------------------------------- previously furnished to the Company complete and accurate copies, as amended and supplemented, of its (a) Annual Report on Form 10-K for its fiscal year ended January 26, 1997, (b) Quarterly Reports on Form 10-Q for its fiscal quarters ended April 27, 1997 and August 3, 1997, (c) Proxy Statement related to its annual stockholders' meeting of June 5, 1997, each as filed with the Commission, and (d) all other reports filed by the Buyer under Section 13 of the Exchange Act with the Commission since January 26, 1997 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of ------------- the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements Commission since January 26, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the Commission with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. (a) The filings Company has timely filed or furnished in all material respects all forms, documents, schedules, statements, reports and other documents required to be made filed or furnished by it with the SEC since December 31, 2018 together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (all such forms, documents, schedules, statements, reports and other documents filed or furnished by the Company since January 1such date, 2000 under as supplemented or amended since the Securities Act time of filing and together with all information incorporated by reference therein and schedules and exhibits thereto, the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the Exchange Act (dates of the "relevant meetings, respectively), the Company SEC Reports") have been filed with SEC and such filings Documents complied in all material respects with all the applicable requirements of the Securities Act, the Exchange Act and the Exchange Act in effect at Xxxxxxxx-Xxxxx Act, as the time case may be, and the applicable rules and regulations of such filings. The the SEC Reportspromulgated thereunder, including any financial statements or schedules included therein, at and none of the time filed did not contain Company SEC Documents 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements None of the Transfer Group Companies that are included in Subsidiaries of the Company is currently required to file periodic reports with the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect or under any applicable foreign securities Law or to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act foreign securities exchange or the Exchange Actquotation service.

Reports and Financial Statements. Buyer has previously furnished to the Company complete and accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-QSB for the fiscal quarters ended September 30, 1998, March 31, 1998 and December 31, 1997 (ii) Annual Report on Form 10-KSB for the fiscal year ended June 30, 1998, each as filed with the Securities and Exchange Commission (the "SEC"), and (iii) all other reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since June 30, 1998 (such reports are collectively referred to herein as the "Buyer Reports"). The filings Buyer Reports include all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied since December 31, 1997. Except as set forth in all material respects with all applicable requirements Schedule 4.06, as of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position condition, results of the Transfer Group Companies operations and cash flows of Buyer as of the respective dates thereof and for the consolidated results of operations periods referred to therein, and cash flows (iv) are consistent with the books and records of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. The filings required to be made by Buyer has previously furnished the Company since January 1Sellers with true, 2000 under correct and complete copies, as amended or supplemental, of its Annual Reports on Form 10-K for the Securities Act years ended December 31, 1998 and 1999, as filed with the Exchange Act SEC (collectively, the "SEC ReportsBuyer Commission Filings") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings). The SEC ReportsBuyer Commission filings, including any financial statements as of their respective dates (as amended or schedules included thereinsupplemented), at the time filed 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the Buyer Commission Filings comply as to form in all material respects with the applicable accounting requirements and published rules and regulations of the SEC Reports (the "Financial Statements") with respect thereto, and have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Buyer as of at the respective dates thereof and the consolidated results of its operations and its cash flows of the Transfer Group Companies for the respective periods then ended. Buyer has timely filed all forms, subjectreports and documents required to be filed by it subsequent to March 31, 1999 with the Securities and Exchange Commission (the "Securities Reports"). None of the Securities Reports contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the case light of the interim financial statementscircumstances under which they were made, to normal, recurring audit adjustmentsnot misleading. Other than Each Securities Report was prepared in accordance with the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Actrequirements of applicable law.

Reports and Financial Statements. The filings Company, each of its Subsidiaries and each of the Funds have timely filed (i) all reports, schedules, forms, statements and other documents (other than Tax Returns), together with any amendments made with respect thereof (collectively, "Reports"), required to be made filed by them with the Company SEC and (ii) all material Reports required to be filed by them with any other Governmental Authority since January 1, 2000 under the Securities Act and the Exchange Act 1998 (the items described in clauses (i) and (ii), collectively, including all exhibits thereto, the "SEC Regulatory Reports") and have been filed with SEC paid all fees and such filings complied assessments due and payable in all material respects with all applicable requirements connection therewith. No Subsidiary of the Securities Act Company is required to file any report, schedule, form, statement or other document with the SEC. None of the reports, schedules, forms, statements and other documents filed by the Exchange Act in effect at Company, any of its Subsidiaries or Funds with any Governmental Authority since January 1, 1998, as of their respective dates (and, if amended or superseded by a filing prior to the time date of this Agreement, then on the date of such filings. The SEC Reportsfiling), including any financial statements or schedules included therein, at the time filed did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial statements and unaudited interim consolidated financial statements of (including the Transfer Group Companies that are related notes) included in the SEC Regulatory Reports (filed with any Self-Regulatory Organization complied as to form, as of its respective date of filing with such Self-Regulatory Organization, in all material 20 23 respects with applicable accounting requirements and the "Financial Statements") published rules and regulations of the Self Regulatory Organization with respect thereto, have been prepared in accordance with GAAP (except except, in the case of unaudited statements, as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present fairly, in all material respects respects, the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies Company and each Subsidiary of the Company as of the respective dates or for the respective periods then endedset forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normalnormal and recurring year-end adjustments that are not material. All of such Regulatory Reports, recurring audit adjustments. Other than as of their respective dates (and as of the Companydate of any amendment to the respective Regulatory Report prior to the date of this Agreement), since January 1, 2000, no Transfer Group Company has been required to make any filings complied in all material respects with SEC under the Securities Act or the Exchange Actapplicable requirements of Applicable Law.

Reports and Financial Statements. The filings Envision has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be made filed by it with the Company since January 1, 2000 under the U.S. Securities Act and the Exchange Act Commission (the "SEC ReportsSEC") have been filed since June 4, 1999, including Envision's Annual Report on Form 10-K for the fiscal year ended January 31, 2000 (collectively, including all exhibits thereto, the "ENVISION SEC REPORTS"). No Subsidiary of Envision is required to file any form, report, registration statement, prospectus or other document with SEC and such filings complied in all material respects with all applicable requirements the SEC. None of the Securities Act and the Exchange Act in effect at the time of such filings. The Envision SEC Reports, including any financial statements as of their respective dates (and, if amended or schedules included thereinsuperseded by a filing prior to the date of this Agreement or the Closing Date, at then on the time filed did not date of such filing), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements Except as set forth in Section 3.1(d) of the Transfer Group Companies that are included in Envision Disclosure Schedule, all of such Envision SEC Reports, as of their respective dates (and as of the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements date of any amendment to the extent permitted by Form 10-Q of the Exchange Act) and fairly present respective Envision SEC Report), complied as to form in all material respects with the consolidated financial position applicable requirements of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or of 1933, as amended (the "SECURITIES ACT") and the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT") and the rules and regulations promulgated thereunder.

Reports and Financial Statements. The filings Other than as set --------------------------------- forth herein, from March 31, 2000 to the date hereof, except where failure to do so did not and would not have a material adverse effect on Buyer, Buyer has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to be made by file with the Company since January 1SEC, 2000 under including, but not limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K and Proxy Statements (collectively the Securities Act "Buyer's Reports"). Buyer has furnished or will furnish to Seller (and the Exchange Act (Shareholders upon the "SEC Reports"request of Shareholders) have been copies of all Buyer's Reports filed with the SEC and such filings since April 2000. As of their respective dates (but taking into account any amendments filed prior to the date of this Agreement), the Buyer's Reports (other than the financial statements included therein) complied in all material respects with all applicable requirements of the Securities Act rules and regulations promulgated by the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the Buyer's Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Reports (the "Financial Statements") have been with respect thereto, were prepared in accordance with GAAP consistently applied during the periods presented (except except, as may be indicated therein and except with respect to noted therein, or, in the case of unaudited statements to the extent statements, as permitted by Form 10-Q QSB of the Exchange ActSEC) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, (subject, in the case of the interim financial unaudited statements, to normal, recurring normal audit adjustments. Other than ) the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under financial position of Buyer and its consolidated subsidiaries as of the Securities Act or date thereof and the Exchange Actresults of their operations and their cash flows for the periods then ended.

Reports and Financial Statements. The filings (a) Since April 30, 1995, the Company has filed all reports and other documents that it was required to be made by the Company since January 1, 2000 under file with the Securities Act and the Exchange Act Commission (the "SEC ReportsCOMMISSION"). The Company has furnished Parent with true and complete copies of its (i) have been Annual Reports on Form 10-K for the fiscal years ended April 30, 1996 and April 30, 1997, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended July 31, 1997, October 31, 1997, and January 31, 1998 as filed with the Commission, (iii) proxy statements related to all meetings of its shareholders (whether annual or special) held since April 30, 1996, and (iv) all reports on Forms 8-K filed with, and registration statements declared effective by, the Commission since April 30, 1996, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material and Reports on Form 10-Q not referred to in clause (ii) above) that the Company was required to file with the Commission from April 30, 1996 to the date hereof (clauses (i) through (iv) being referred to herein collectively as the "COMPANY SEC and such filings REPORTS"). As of their respective dates, the Company SEC Reports complied in all material respects with all the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of Commission thereunder applicable to such filings. The Company SEC Reports. As of their respective dates, including any financial statements or schedules included therein, at the time filed Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings required Tri-Isthmus has previously furnished to be made Cxxxx Xxxxxxxx true and correct copies of (i) its Annual Report on Form 10-K for the fiscal year ended January 31, 2007, (ii) its Quarterly Report on Form 10-Q for the period ended Axxxx 00, 0000, (xxx) its Quarterly Report on Form 10-Q for the period ended July 31, 2007 and (iii) all other reports or registration statements filed by it with the Company Securities and Exchange Commission (the “SEC”) under Securities Exchange Act of 1934, as amended, since January 131, 2000 under 2007 all in the Securities Act and form (including exhibits) so filed (collectively, the Exchange Act (“Reports”). As of their respective dates, the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed 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, in light of the circumstances under which they were made, not misleading. The Each of the audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have has been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects presents the consolidated financial position of the Transfer Group Companies entity or entities to which it relates as of at its date or the respective dates thereof and the consolidated results of operations operations, stockholders’ equity or cash flows, subject to normal year-end adjustments and cash flows of the Transfer Group Companies for the respective periods then endedany other adjustments described therein, subject, which adjustments will not be material in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act amount or the Exchange Acteffect.

Reports and Financial Statements. The filings required Company has delivered to be made the Purchasers true and complete copies of the Company's Form 10-K for the year ended December 31, 1998, the Company's Proxy Statement in connection with the 1999 Annual Meeting of Stockholders and all Forms 10-Q and 8-K filed by the Company since with the Securities and Exchange Commission (the "SEC") after January 1, 2000 under the Securities Act and the Exchange Act 1999, in each case without exhibits thereto (the "SEC Reports") have been filed with ). As of their respective filing dates, the Company SEC and such filings complied Reports were prepared in all material respects in accordance with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of SEC thereunder applicable to such filingsCompany SEC Reports. The Company SEC Reports, including any financial statements or schedules included thereinwhen read as a whole, at as updated by the time filed did Offering Circular, do not contain any untrue statement statements of a material fact or and do not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the Company SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Transfer Group Companies Company as of at the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustmentsnormal year-end adjustments and any other adjustments described in such financial statements. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.4

Reports and Financial Statements. (a) The filings required Company has delivered to be made by the Company since January 1Purchaser prior to the execution of this Agreement a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 under 2003, the Securities Act and the Exchange Act (the "SEC Reports") Company’s Quarterly Reports on Form 10-Q that have been filed with SEC for all quarters ended since December 31, 2003, all of the Company’s proxy materials filed since its 2003 Annual Meeting of Stockholders (including the Proxy Materials) and all Current Reports on Form 8-K filed since December 31, 2003 (as such filings complied in all material respects documents have since the time of their filing been amended or supplemented) together with all applicable reports, documents and information filed on or after the date first written above through the Closing Date with the SEC, including all information incorporated therein by reference (collectively, the “SEC Reports”). The SEC Reports (i) complied and will comply as to form with the requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC ReportsAct, including any financial statements or schedules included therein, at the time filed and (ii) did not contain 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each case, the Transfer Group Companies that are notes, if any, thereto), if any, included in the SEC Reports (the "“Financial Statements"”) have been complied and will comply, in all material respects, as to form with the SEC’s rules and regulations with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present (subject, in all the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments not material respects and to the consolidated absence of footnotes) the financial position and shareholders’ equity of the Transfer Group Companies Company as of the respective dates thereof and the consolidated results of operations earnings and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case . The Financial Statements reflect all liabilities or obligations of the interim financial statementsCompany of any kind or matter (whether direct, accrued, absolute, contingent, unliquidated or otherwise, whether due or to normal, recurring audit adjustments. Other than become due and regardless of when or by whom asserted) for the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Actperiods covered thereby.

Reports and Financial Statements. The filings required to be made Company has previously furnished the Investor with true and complete copies of its (i) Annual Report on Form 10-K for the year ended December 31, 1997, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 30 and June 30, as filed with the Commission, and (iii) all other reports or registration statements filed by the Company with the Commission since January 1December 31, 2000 under 1997 that the Securities Act and Company was required to file with the Exchange Act Commission since that date (the documents described in clauses (i) through (iii) being referred to herein collectively as the "SEC Reports") have been filed with ). As of their respective dates, the SEC and such filings Reports complied in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of Commission thereunder applicable to such filings. The SEC Reports. As of their respective dates except to the extent, including any financial statements or schedules included thereinif any, at subsequently amended, the time filed SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Reports (comply as to form in all material respects with applicable accounting requirements and with the "Financial Statements") published rules and regulations of the Commission with respect thereto, and the financial statements included in the SEC Reports have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies Company and its subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies changes in financial position for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described therein.

Reports and Financial Statements. The filings required Prior to be made the execution hereof, the Company has delivered to the Purchaser true and complete copies of the Company’s most recently filed Form 10-KSB, as amended, and the Proxy Statement in connection with the Company’s most recent Annual Meeting of Stockholders and all Forms 10-Q and 8-K filed by the Company since with the SEC after January 1, 2000 under the Securities Act and the Exchange Act 2008, in each case without exhibits thereto (the "“SEC Reports") have been filed with ”). As of their respective filing dates, the SEC and such filings complied Reports were prepared in all material respects in accordance with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of SEC thereunder applicable to such filingsSEC Reports. The SEC Reports, including as they may be updated by any financial statements supplement or schedules included thereinamendment to an SEC Report, at the time filed did do not contain any untrue statement statements of a material fact or and do not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Transfer Group Companies Company as of at the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make normal year-end adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described in such financial statements.

Reports and Financial Statements. The filings required to be made Except as set forth on Schedule 3.2(f), each form, report, schedule, registration statement, definitive proxy statement or other document filed by PLC with the Company Securities and Exchange Commission (the "SEC") since January 1, 2000 under 1996 (as such documents have since the Securities Act and the Exchange Act (time of their filing been amended, the "SEC PLC Reports"), which include all the documents (other than preliminary proxy materials) have been filed that PLC was required to file with the SEC and since such filings date, as of their respective dates, complied in all material respects with all applicable the requirements of the Securities Act or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time SEC thereunder applicable to such PLC Reports. None of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain PLC 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, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings prior to the date hereof. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are PLC included in such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Reports (the "Financial Statements") with respect thereto, have been prepared in accordance with GAAP accounting principles generally accepted in the United States applied on a consistent basis ("GAAP") during the periods involved (except as may be indicated therein and except with respect to in the notes thereto or, in the case of the unaudited statements to the extent statements, as permitted by Form 10-Q of the Securities Act or the Exchange Act) and fairly present (subject in all material respects the case of the unaudited statements to normal, recurring audit adjustments) the consolidated financial position of PLC and the Transfer Group Companies PLC Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. Buyer will deliver to Shareholder prior to June 28, 1998 accurate copies, as amended or supplemented, of its (i) Quarterly Report on Form 10-Q for the fiscal quarters ended September 30,1997, December 31, 1997, and Xxxxx 00, 0000 (xx) Annual Report on Form 10-K for the fiscal year ended June 30, 1997, each as filed with the Securities and Exchange Commission (the "SEC"), and (iii) all other reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since March 31, 1998 (such reports are collectively referred to herein as the "Buyer Reports"). The filings Buyer Reports include all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since June 30, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. (a) The filings Company and each of its Subsidiaries has timely filed or, to the extent permissible, furnished all Company SEC Documents required to be made by filed prior to the date hereof and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, as of the dates of effectiveness and the dates of the relevant meetings, respectively), the Company since January 1, 2000 under the Securities Act and the Exchange Act (the "SEC Reports") have been filed with SEC and such filings Documents complied in all material respects with all applicable the requirements of the Securities Act, the Exchange Act and the Exchange Act in effect at Xxxxxxxx-Xxxxx Act, as the time case may be, and the applicable rules and regulations promulgated thereunder, and none of such filings. The the Company SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain Documents 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements No Subsidiary of the Transfer Group Companies that are included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then endedCompany is, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, or at any time since January 1, 20002014 has been, no Transfer Group required to file any forms, reports or other documents with the SEC. No executive officer of the Company has been required 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 hereof, there are no outstanding or unresolved comments in any filings with comment letters of the staff of the SEC under received by the Securities Act or Company relating to the Exchange ActCompany SEC Documents. As of the date hereof, none of the Company SEC Documents is, to the Company’s Knowledge, the subject of ongoing SEC review.

Reports and Financial Statements. The filings Buyer has -------------------------------- previously furnished to the Company complete and accurate copies, as amended and supplemented, of its (a) Annual Report on Form 10-K for its fiscal year ended December 31, 1999, (b) Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2000, (c) final prospectus dated January 28, 2000 filed with the Commission pursuant to Rule 424(b) of the Securities Act, and (d) all other reports filed by the Buyer under Section 13 of the Exchange Act with the Commission since January 28, 2000 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the ------------- documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and the Exchange Act with the Commission since January 28, 2000. As of their respective dates, the Buyer Reports (the "SEC Reports"i) have been filed with SEC and such filings complied in all material respects with all the applicable requirements of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed and (ii) 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the Commission with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer.

Reports and Financial Statements. (a) The filings Company and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be made filed or furnished by it with the SEC since December 31, 2012 (all such documents and reports filed or furnished by the Company since January 1or any of its Subsidiaries, 2000 under the Securities Act “Company SEC Documents”) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the Exchange Act (dates of the "relevant meetings, respectively), the Company SEC Reports") have been filed with SEC and such filings Documents complied in all material respects with all applicable the requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act in effect at of 2002 (the time “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of such filings. The the Company SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain Documents 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements Since December 31, 2012, no executive officer of the Transfer Group Companies that Company 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 included no outstanding or unresolved comments in any comment letters of the staff of the SEC Reports (received by the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements Company relating to the extent permitted by Form 10-Q of the Exchange Act) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActDocuments.

Reports and Financial Statements. The filings As all times since acceptance by NASD of its application submitted to NASD pursuant to NASD Rule 6740 and Rule 15c2-11 under the Exchange Act, Corpas has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to be made by file with the Company since January 1SEC, 2000 under the Securities Act including, but not limited to Form 15c2-11, Form 10-K, Forms 10-Q, Forms 8-K and the Exchange Act proxy statements (collectively, the "SEC ReportsCORPAS REPORTS") have been ). Corpas has previously furnished to ICE and ICE Stockholders copies of all Corpas Reports filed with SEC and such filings the SEC. As of their respective dates (but taking into account any amendments filed prior to the date of this Agreement), Corpas Reports complied in all material respects with all applicable requirements of the Securities Act rules and regulations promulgated by the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Corpas included in Corpas Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Reports (the "Financial Statements") with respect thereto, have been prepared in accordance with GAAP consistently applied during the periods presented (except except, as may be indicated therein and except with respect to noted therein, or, in the case of the unaudited statements to the extent statements, as permitted by Form 10-Q of the Exchange ActSEC) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies for the respective periods then ended, (subject, in the case of the interim financial unaudited statements, to normal, recurring normal audit adjustments. Other than ) the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under financial position of Corpas and its consolidated subsidiaries as of the Securities Act or date thereof and the Exchange Actresults of their operations and their cash flows for the periods then ended.

Reports and Financial Statements. The filings required i-Cube has previously furnished to be made by the Company complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1998, as filed with the United States Securities and Exchange Commission (the "SEC") and (b) all other reports filed by i-Cube under Section 13 of the Exchange Act with the SEC since January 1, 2000 1999 (such reports are collectively referred to herein as the "i-Cube Reports"). The i-Cube Reports constitute all of the documents required to be filed by i-Cube under the Securities Act and Section 13 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since January 1, 1999. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed i-Cube 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are included in the SEC i-Cube Reports (i) comply as to form in all material respects with applicable accounting -38- 44 requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustmentsi-Cube. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActThe i-Cube Reports were timely filed.

Reports and Financial Statements. The filings required Parent has previously furnished to be made the Company true and complete copies, as amended or supplemented, (i) of its Annual Report on Form 10-K for the fiscal year ended March 28, 1999, as filed with the SEC, (ii) its Proxy Statement relating to its Annual Meeting of Shareholders held on September 13, 1999 and (iii) all other reports or registration statements, other than Registration Statements on Form S-8, filed by the Company Parent with the SEC since January 1March 28, 2000 under the Securities Act 1999 (such reports, registration statements and the Exchange Act (other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "SEC Parent Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements ). As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed 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, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Parent included in the SEC Parent Reports (the "Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Parent as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in except that the case of the unaudited interim financial statements, statements were or are not subject to normal, normal recurring audit year-end adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. (i) The filings Company has filed all required reports, schedules, forms, statements and other documents required to be made filed by the Company since January 1, 2000 under it with the Securities Act and the Exchange Act Commission (the "SEC") since March 31, 1999 --- (collectively, including all exhibits thereto, the "Company SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements ). None of the Securities Act and Company SEC ------------------- Reports, as of their respective dates (and, if amended or superseded by a filing prior to the Exchange Act in effect at date of this Agreement, then on the time date of such filings. The SEC Reportsfiling), including any financial statements or schedules included therein, at the time filed did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated Each of the financial statements and unaudited interim consolidated financial statements of (including the Transfer Group Companies that are related notes) included in the Company SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein and except with respect to unaudited statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present presents fairly, in all material respects respects, the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated results of operations and cash flows of the Transfer Group Companies Company and its Subsidiaries as of the respective dates or for the respective periods then endedset forth therein, all in conformity with U.S. generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as ---- otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal, recurring audit the absence of complete notes and normal year-end adjustments. Other than All of such Company SEC Reports, as of their respective dates (and as of the Companydate of any amendment to the respective Company SEC Report), since January 1complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, 2000as amended (the "Exchange Act") and the rules and regulations promulgated thereunder. None ------------ of the Subsidiaries is, no Transfer Group Company or has been required at any time, subject to make any filings with SEC under the Securities Act or reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

Reports and Financial Statements. The filings required As of their respective filing dates, the Company's Amendment No. 1 to be made its Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed on Form 10-K/A with the SEC on April 30, 2001, the Company's Proxy Statement in connection with the 2001 Annual Meeting of Shareholders and all Forms 10-Q and 8-K filed by the Company since January 1, 2000 under with the Securities Act and Exchange Commission (the Exchange Act "SEC") after December 31, 2000, in each case without exhibits thereto (the "SEC Reports") have been filed with SEC and such filings complied were prepared in all material respects in accordance with all applicable the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the Exchange Act in effect at rules and regulations of the time of SEC thereunder applicable to such filingsSEC Reports. The SEC Reports, including any financial statements or schedules included therein, at the time filed did when read as a whole do not contain any untrue statement statements of a material fact or and do not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Reports (the "Financial Statements") have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein and except with respect to unaudited statements to or in the extent permitted by Form 10-Q of the Exchange Actnotes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Transfer Group Companies Company as of at the respective dates thereof and the consolidated results of its operations and cash flows of the Transfer Group Companies for the respective periods then ended, ended subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make normal year-end adjustments and any filings with SEC under the Securities Act or the Exchange Actother adjustments described in such financial statements.

Reports and Financial Statements. (a) The filings Company has filed on a timely basis all forms, reports and documents with the SEC required to be made filed by it under the Company Securities Act or the Exchange Act since January 1, 2000 under the Securities Act and the Exchange Act 1999 (collectively, the "Company SEC ReportsFilings") have been ). The Company has heretofore furnished or made available to Parent true and complete copies of all the Company SEC Filings filed with prior to the date hereof. As of their respective dates, each of the Company SEC and such filings Filings complied in all material respects with all the applicable requirements of the Securities Exchange Act and the Exchange Act in effect at rules and regulations thereunder, and none of the time Company SEC Filings contained as of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed did not contain date 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies misleading (except that are no representation or warranty is made with respect to any information regarding Parent or its Affiliates included in the Company SEC Reports Filings which was furnished by Parent or its Affiliates expressly for use therein). When filed with the SEC, the financial statements (including the "Financial Statements"related notes) have been included in the Company SEC Filings complied as to form in all material respects with the applicable requirements of the Exchange Act and the applicable rules and regulations thereunder and were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the schedules thereto), and except with respect to unaudited such financial statements to the extent permitted by Form 10-Q of the Exchange Act) and fairly present present, in all material respects respects, the consolidated financial position of the Transfer Group Companies Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows of the Transfer Group Companies for the respective periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.

Reports and Financial Statements. The filings Buyer has previously furnished to the Company and the Company Stockholders complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended February 1, 1997, as filed with the Securities and Exchange Commission (the "SEC"), and (b) all other reports filed by the Buyer under Section 13 of the Exchange Act with the SEC since February 1, 1997 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 Buyer under the Securities Act and Section 13 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since February 1, 1997. As of their respective dates, the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reports, including any financial statements or schedules included therein, at the time filed Buyer 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, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Buyer included in the SEC Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange ActAct and except for normal recurring year-end adjustments (which will not be material)), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Buyer and its subsidiaries as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange ActBuyer and its subsidiaries.

Reports and Financial Statements. The filings Company has previously furnished to the Purchaser complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal years ended March 31, 1994, 1995 and 1996, as filed with the Securities and Exchange Commission (the "SEC"), and (b) all other reports filed by the Company under Section 13 and Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC since March 31, 1996 (such reports are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents required to be made filed by the Company since January 1, 2000 under the Securities Act and Section 13 of the Exchange Act (with the "SEC Reports") have been filed with SEC and such filings complied in all material respects with all applicable requirements since March 31, 1996. Each Company Report, as of the Securities Act and the Exchange Act in effect at the time of such filings. The SEC Reportsits respective date, including any financial statements or schedules included therein, at the time filed did not contain any untrue statement of a material fact or and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of the Transfer Group Companies that are Company included in the SEC Company Reports (i) comply as to form in all material respects with applicable accounting requirements and the "Financial Statements"published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and except with respect to unaudited statements to in the extent case of quarterly financial statements, as permitted by Form 10-Q of under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial position of the Transfer Group Companies as of the respective dates thereof and the consolidated condition, results of operations and cash flows of the Transfer Group Companies Company as of the respective dates thereof and for the respective periods then endedreferred to therein, subject, in and (iv) are consistent with the case books and records of the interim financial statements, to normal, recurring audit adjustments. Other than the Company, since January 1, 2000, no Transfer Group Company has been required to make any filings with SEC under the Securities Act or the Exchange Act.