Common use of Registration Statement; Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Registration Statement, or any amendment or supplement thereto, shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror the Company or required to be supplied by the Acquiror Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the Registration Statementregistration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror the Company or required to be supplied by the Acquiror Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement/prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Registration Proxy Statement will comply as to form in all material respects with the provisions of the Securities Exchange Act. Notwithstanding the foregoing, Acquiror the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company Acquiror which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company in writing for inclusion in (a) the Registration Statement (as defined in Section 6.01), (b) the Proxy Statement/Prospectus (as defined in Section 6.01), or (c) any other document required to be filed with the SEC or other regulatory authority in connection with the transactions contemplated hereby, at the respective times such documents are filed and, in the case of the Registration Statement, or any amendment or supplement theretowhen it becomes effective, and with respect to the Proxy Statement/Prospectus, when mailed, shall notbe false or misleading with respect to any material fact, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information supplied by Acquiror or required to be supplied by In the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in case of the Proxy Statement shall notStatement/Prospectus or any amendment thereof or supplement thereto, on the date the Proxy Statement is first mailed to the Company's stockholders, none of such information at the time of the Company’s shareholders meeting pursuant to Section 6.02 (the “Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is Shareholders Meeting”) shall be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company any proxy for the Company Stockholders' Meeting which has become false or misleadingShareholders Meeting. The Registration Statement will comply Company has received from Sandler X’Xxxxx & Partners, L.P. an opinion (the “Fairness Opinion”) to the effect that the Exchange Ratio in the Merger is fair to the Company’s shareholders from a financial point of view, and such Fairness Opinion, (or, if updated by Sandler X’Xxxxx & Partners, L.P. as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any date of mailing of the foregoing documentsProxy Statement/Prospectus, such updated opinion) may be included in the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) and Merger Sub for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the CompanyTarget's stockholdersshareholders, at the time of the Company Stockholders' Target Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are it is made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Target Shareholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Acquiror or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Acquiror or Merger Sub will comply as to form in all material respects with the provisions of the Securities Actpromptly inform Target. Notwithstanding the foregoing, Acquiror makes and Merger Sub make no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company Target which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Registration Statement, or any amendment or supplement thereto, shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement Statement/Prospectus shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting stockholders and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror the Company for inclusion or required incorporation by reference in the registration statement of the Company (the “Registration Statement”) pursuant to which the shares of Company Common Stock to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion issued in the Registration Statement, or any amendment or supplement thereto, Mergers will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion or incorporation by reference in the Proxy Statement Statement/Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders and at the time of the Company Seller’s Stockholders' Meeting and at the Effective Time’ Meeting, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform Seller. The Registration Statement will and the Proxy Statement/Prospectus shall comply as to form in all material respects as to form with the provisions requirements of the Securities Act, the Exchange Act (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by the Company omitted by, Seller, any Seller Subsidiary or any advisor of Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Parent for inclusion or incorporation by reference in the Proxy Statement Statement/Prospectus to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting, shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Meeting and at the Effective TimeStockholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to Parent or any of its respective affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent shall promptly inform the Company. The Registration Statement will shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror the Company or required to be supplied by the Acquiror Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the Registration Statementregistration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered under the Securities Act (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror the Company or required to be supplied by the Acquiror Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement relating to the Company Stockholders Meeting, such proxy statement, together with the prospectus relating to the shares of Acquiror Common Stock to be issued in the Merger, in each case as amended or supplemented from time to time, the "Proxy Statement Statement/Prospectus") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Registration Statement Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Exchange Act. Notwithstanding the foregoing, Acquiror the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company Acquiror which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement, or any amendment or supplement thereto"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller in connection with the meeting of Seller's stockholders to consider this Agreement and the Merger (the "Seller Meeting") and in connection with the meeting of Buyer's stockholders (the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller or Buyer, at the time of the Company Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Seller Meeting or the Buyer Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to Seller or any of its Affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoingJoint Proxy Statement, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documentsSeller shall promptly inform Buyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement on Form S-4 pursuant to which shares of Parent Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement, or any amendment or supplement thereto"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Parent and the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Meeting") and in connection with the meeting of Parent's stockholders (the "Parent Meeting") to consider the issuance of shares of Parent Common Stock pursuant to the Merger (the "Joint Proxy Statement Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of the Company's stockholdersCompany or Parent, at the time of the Company Stockholders' Meeting and the Parent Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting or the Parent Meeting which has become false or misleading. The Registration Statement will comply as If at any time prior to form in all material respects with the provisions Effective Time any event relating to the Company or any of the Securities Act. Notwithstanding the foregoingits Affiliates, Acquiror makes no representation, warranty officers or covenant with respect to any information supplied or required to directors should be supplied discovered by the Company which is contained should be set forth in an amendment to the Registration Statement or omitted from any of a supplement to the foregoing documentsJoint Proxy Statement, the Company shall promptly inform Parent.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, or any amendment or supplement thereto, ") shall not, not at the time the ---------------------- Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus to be sent to the shareholders of Company in connection with the meeting of Company's shareholders to consider the Merger (the "Company Shareholders Meeting") (such proxy statement/prospectus as ---------------------------- amended or supplemented is referred to herein as the "Proxy Statement Statement") shall --------------- not, on the date the Proxy Statement is first mailed to the Company's stockholdersshareholders, at the time of the Company Stockholders' Shareholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Company which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities ActProxy Statement, Company shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, Acquiror Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub or any other third party which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement, or any amendment or supplement thereto"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus (the "Proxy Statement Statement") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Meeting") shall not, on the date the Proxy Statement is first mailed to stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Registration Statement will comply as If at any time prior to form in all material respects with the provisions Effective Time any event relating to the Company or any of the Securities Act. Notwithstanding the foregoingits Affiliates, Acquiror makes no representation, warranty officers or covenant with respect to any information supplied or required to directors should be supplied discovered by the Company which is contained should be set forth in an amendment to the Registration Statement or omitted from any of a supplement to the foregoing documentsProxy Statement, the Company shall promptly inform the Buyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror the Company for inclusion or required incorporation by reference in the registration statement of the Company (the “Registration Statement”) pursuant to which the shares of Company Common Stock to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion issued in the Registration Statement, or any amendment or supplement thereto, shall Merger will be registered with the SEC will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion or incorporation by reference in the Proxy Statement shall Statement/Prospectus will not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Company, any Company Subsidiary or any of proxies its or their Affiliates, officers or directors is discovered by or on behalf of the Company for which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Company Stockholders' Meeting which has become false or misleadingshall promptly inform the Seller. The Registration Statement and the Proxy Statement/Prospectus will comply as to form in all material respects as to form with the provisions requirements of the Securities ActAct and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by omitted by, the Company Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement (as defined in Section 2.18) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the Proxy Statement to be sent to the stockholders of the Company in connection with the Company Stockholders' Meeting, and the information made available to the Company's stockholders in connection with their election as to the form of Merger Consideration, shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, stockholders and at the time of the Company Stockholders' Meeting Meeting, as the case may be, and at the Effective Timetime such information is made available to the Company's stockholders in connection with such election, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier written communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Registration Statement and the Proxy Statement used by the Parent will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, respectively, and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to the Parent or any of its affiliates, officers or directors should be discovered by the Parent that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement or as part of the information made available to the Company's stockholders so that the information made available to them in connection with electing the form of Merger Consideration is not false or misleading in any material respect, the Parent shall promptly inform the Company. Notwithstanding the foregoing, Acquiror the Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by the Company which that is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required -------------------------------------------------- to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement, or any amendment or supplement thereto"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus (the "Proxy Statement Statement") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Meeting") shall not, on the date the Proxy Statement is first mailed to stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Registration Statement will comply as If at any time prior to form in all material respects with the provisions Effective Time any event relating to the Company or any of the Securities Act. Notwithstanding the foregoingits Affiliates, Acquiror makes no representation, warranty officers or covenant with respect to any information supplied or required to directors should be supplied discovered by the Company which is contained should be set forth in an amendment to the Registration Statement or omitted from any of a supplement to the foregoing documentsProxy Statement, the Company shall promptly inform the Buyer.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Parent for inclusion or incorporation by reference in the Proxy Statement Statement/Prospectus to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting, shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Meeting and at the Effective TimeStockholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to Parent or any of its respective affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent shall promptly inform the Company. The Registration Statement will shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement of the Company (the "Registration Statement, or any amendment or supplement thereto, ") pursuant to which the shares of Company Common Stock to be issued in the Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Proxy Statement Statement/Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company StockholdersSeller's Shareholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement will and the Proxy Statement/Prospectus shall comply as to form in all material respects as to form with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by the Company omitted by, Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) HFP for inclusion in the Registration Statement, or any amendment or supplement thereto, shall notStatement does not and will not contain, at the time the information is supplied and when the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC or at the time any amendment thereto becomes effective, contain any untrue statement of a material fact nor does or will it omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) HFP for inclusion in the Proxy Statement shall to be sent to the shareholders of HFP in connection with the special meeting of HFP's shareholders to consider this Agreement and the Merger (the "Stockholders Meeting") does not and will not, on at the date time the Proxy Statement or any amendment or supplement thereto is first mailed to the Company's stockholdersshareholders, at the time of the Company Stockholders' Meeting and Stockholders Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading, misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading; provided, however, that no representation or warranty is made by HFP with respect to information related to, or supplied by, Xxxxxx, of any of its affiliates or advisors. If at any time prior to the Effective Time any event relating to HFP or any of its affiliates which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement should be discovered by HFP, HFP shall promptly inform Xxxxxx. The Registration Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any Exchange Act of the foregoing documents1934.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement (as defined in Section 3.9) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement shall Statement/Prospectus") to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "Stockholders Meeting"), will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and Stockholders Meetings, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under in which they are were made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of Proxy Statement/Prospectus, the Securities ActCompany shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents.. Section 2.14

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company specifically for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement (as defined in Section 3.19) shall not, not at the time the Registration Statement (including is filed with the SEC and at the time it becomes effective under the Securities Act, contain any amendments untrue statement of a material fact or supplements thereto) is declared effective omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information supplied by the SECCompany specifically for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Company and stockholders of Parent in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") and in connection with the meeting of Parent's stockholders to consider the Merger (the "Parent Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders and Parent's stockholders, at the time of the Company Stockholders' Meeting, at the time of the Parent Stockholders' Meeting or at the Effective Time (in each case as supplemented or amended through such time), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting or Parent Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any information relating to the Company or any of its affiliates, officers or directors shall be discovered by the Company which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of Proxy Statement, the Securities ActCompany shall promptly inform Parent. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror the Company or required to be supplied by the Acquiror Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the Registration Statementregistration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time such documents are filed and at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, the "Proxy Statement shall Statement") will not, on the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, therein not false or misleading in light of the circumstances under which they are were made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become materially false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its respective Affiliates, officers or directors is discovered by the Company which should be set forth in an amendment to the Registration Statement will or an amendment or supplement to the Proxy Statement, the Company shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents. The Proxy Statement shall comply as to form in all material respects with the provisions requirements of the Securities Act. Notwithstanding Exchange Act and the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documentsRegulations promulgated thereunder.

Registration Statement; Proxy Statement/Prospectus. The None of -------------------------------------------------- the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Tritel in writing for inclusion in the Registration StatementStatement shall, at the time such document is filed, at the time amended or any amendment or supplement thereto, shall notsupplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Tritel for inclusion in the Joint Proxy Statement shall notin connection with the TeleCorp Stockholders' Meeting and the Tritel Stockholders' Meeting will, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Tritel and TeleCorp, at the time of the Company Tritel Stockholders' Meeting and the TeleCorp Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to Tritel or any of proxies its Affiliates, officers or directors should be discovered by Tritel which should be set forth in an amendment or on behalf of supplement to the Company for Registration Statement or an amendment or supplement to the Company Stockholders' Meeting which has become false or misleadingJoint Proxy Statement, Tritel shall promptly inform the Holding Company, AT&T and TeleCorp. The Registration Joint Proxy Statement will shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities ActExchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Acquiror Tritel makes no representation, representation or warranty or covenant with respect to any information supplied by TeleCorp or required to be supplied by the Company AT&T which is contained in the Registration Statement or omitted from any of the foregoing documentsJoint Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. The None of the -------------------------------------------------- information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) TeleCorp in writing for inclusion in the Registration Statementregistration statement on Form S-4, or any amendment or supplement thereto, shall notpursuant to which the shares of the Holding Company Capital Stock to be issued in the Mergers will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall, at the time such document ---------------------- is filed, at the time amended or supplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) TeleCorp for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of TeleCorp and Tritel in connection with the respective special meetings of the stockholders of TeleCorp (the "TeleCorp Stockholders' Meeting"), and Tritel (the "Tritel ------------------------------ ------ Stockholders' Meeting") in connection with the Mergers (such proxy --------------------- statement/prospectus, as amended or supplemented, is referred to herein as the "Joint Proxy Statement shall notStatement") will, on the date the Joint Proxy Statement is first --------------------- mailed to the Company's stockholdersstockholders of TeleCorp and Tritel, at the time of the Company TeleCorp Stockholders' Meeting and the Tritel Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to TeleCorp or any of proxies its Affiliates (as defined in Section 10.4), officers or directors should be ------------ discovered by TeleCorp which should be set forth in an amendment or on behalf of supplement to the Company for Registration Statement or an amendment or supplement to the Company Stockholders' Meeting which has become false or misleadingJoint Proxy Statement, TeleCorp shall promptly inform the Holding Company, AT&T and Tritel. The Registration Joint Proxy Statement will (other then information relating solely to Tritel) shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities ActExchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Acquiror TeleCorp makes no representation, representation or warranty or covenant with respect to any information supplied by Tritel or required to be supplied by the Company AT&T which is contained in the Registration Statement or omitted from any of the foregoing documents.Joint Proxy Statement. 50

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror the Company for inclusion or required incorporation by reference in the registration statement of the Company (the “Registration Statement”) pursuant to which the shares of Company Common Stock to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion issued in the Registration Statement, or any amendment or supplement thereto, Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion or incorporation by reference in the Proxy Statement Statement/Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement will and the Proxy Statement/Prospectus shall comply as to form in all material respects as to form with the provisions requirements of the Securities Act, the Exchange Act (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by omitted by, the Company Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement on Form S-4 of the Company (the "Registration Statement, or any amendment or supplement thereto, ") pursuant to which the shares of Company Common Stock to be issued in the Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Proxy Statement Statement/Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement will and the Proxy Statement/Prospectus shall comply as to form in all material respects as to form with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by the Company omitted by, Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Registration Statement, or any amendment or supplement thereto, shall not, Statement will not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECeffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement shall Statement") will not, on the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the Company's Company stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, therein not false or misleading in light of the circumstances under which they are were made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its respective Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement will comply as or an amendment or supplement to form in all material respects with the provisions of Proxy Statement, the Securities ActCompany shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents. The Proxy Statement shall comply in all material respects as to form and substance with the requirements of the Exchange Act and the Regulations promulgated thereunder.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Registration Statement, registration statement on Form S-4 (or any amendment such other or supplement thereto, successor form as shall not, be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "REGISTRATION STATEMENT") shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Proxy Statement proxy statement/prospectus to be sent to the stockholders of Company in connection with the meeting of Company's stockholders to consider the Merger (the "COMPANY STOCKHOLDERS MEETING") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "PROXY STATEMENT/PROSPECTUS") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by the Company which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of Proxy Statement/Prospectus, the Securities ActCompany shall promptly inform Parent. Notwithstanding the foregoing, Acquiror the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror Subject to the accuracy of the representations of the Company made in Section 2.19, the registration statement on Form S-4 (or required such other or successor form as shall be appropriate), (including any amendments or supplements thereto, the "Registration Statement"), pursuant to which the shares of Parent Common Stock to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion issued in the Registration Statement, or any amendment or supplement thereto, Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by filed with the SEC, at the time it becomes effective under the Securities Act, at the time of the Company Stockholders' Meeting or at the time of the Parent Stockholders' Meeting (in each case as supplemented or amended through such time), contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading. The information supplied by Parent specifically for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to stockholders, at the time of the Company Stockholders' Meeting or Parent Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting or Parent Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any information relating to Parent, Merger Sub or any of their respective affiliates, officers or directors shall be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Parent or Merger Sub will comply as to form in all material respects with promptly inform the provisions of the Securities ActCompany. Notwithstanding the foregoing, Acquiror makes Parent and Merger Sub make no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, or any amendment or supplement thereto, ") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus to be sent to the stockholders of Company in connection with the meeting of Company's stockholders to consider the Merger (the "Company Stockholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Company which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities ActProxy Statement, Company shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, Acquiror Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub or any other third party which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror the Company or required to be supplied by the Acquiror Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the Registration Statementregistration statement on Form S-4, or any amendment or supplement thereto, relating to the registration under the Securities Act of the shares of Acquiror Common Stock to be issued in the Merger (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror the Company or required to be supplied by the Acquiror Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement relating to the Company Stockholders Meeting (as hereinafter defined) (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersHolders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which that has become false or misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Acquiror the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which Acquiror that is contained in or omitted from any of the foregoing documents. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement, as the case may be, the Company shall promptly inform Acquiror. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) ChannelHealth and IDX for inclusion in the Registration Statement, or any amendment or supplement thereto, as to which Allscripts makes no representation and which shall not, not constitute part of a Allscripts SEC Filing for purposes of this Agreement) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, Commission contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required (except for information to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) ChannelHealth and IDX for inclusion in the Proxy Statement, as to which Allscripts makes no representation) in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of Allscripts, at the time of the Company Stockholders' Allscripts Special Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Allscripts Special Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to Allscripts or any of its Affiliates, officers or directors should be discovered by Allscripts which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoingProxy Statement, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documentsAllscripts shall promptly inform ChannelHealth and IDX.

Registration Statement; Proxy Statement/Prospectus. The Each of Company and Parent agrees that none of the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) it for inclusion or incorporation by reference in the Registration Statement, any filing pursuant to Rule 165 or any amendment Rule 425 under the Securities Act or supplement theretoRule 14a-12 under the Exchange Act, shall notcontain, at the time the such Registration Statement (including any amendments or supplements thereto) filing is filed with and at the time it is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of Company and Parent agrees that none of the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) it for inclusion or incorporation by reference in the Proxy Statement Statement/Prospectus shall notcontain, on (i) the date the Proxy Statement it is first mailed to the Company's stockholders, Company Shareholders and Parent Shareholders and (ii) at the time of or times when the Company Stockholders' Shareholder Meeting and at the Effective TimeParent Shareholder Meeting are held, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier Company or Parent communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholder Meeting and the Parent Shareholder Meeting, as the case may be, which has become false or misleading. The If at any time prior to the Company Shareholder Meeting or Parent Shareholder Meeting, any event relating to the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, or their respective affiliates, officers or directors, should be discovered by the Company or Parent, as the case may be, which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement/Prospectus, the Company or Parent will promptly inform the other party. As to the Company and Parent, the Proxy Statement/Prospectus shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror neither the Company nor Parent makes no representation, any representation or warranty or covenant with respect to any information supplied or required to be supplied by the Company other party which is contained in or omitted from incorporated by reference in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement on Form S-4 pursuant to which shares of Surviving Company Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement, or any amendment or supplement thereto"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement Statement") to be sent to the stockholders of the Companies in connection with the meetings of the Companies' stockholders to consider this Agreement and the Merger (the "Company Meetings") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of the Company's stockholdersCompanies, at the time of the Company Stockholders' Meeting and Meetings, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting Meetings which has become false or misleading. The Registration Statement will comply as If at any time prior to form in all material respects with the provisions Effective Time any event relating to the Company or any of the Securities Act. Notwithstanding the foregoingits Affiliates, Acquiror makes no representation, warranty officers or covenant with respect to any information supplied or required to directors should be supplied discovered by the Company which is contained should be set forth in an amendment to the Registration Statement or omitted from any of a supplement to the foregoing documentsJoint Proxy Statement, the Company shall promptly inform the other Companies.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror Company for inclusion or incorporation by reference in the proxy statement/prospectus (except as amended or supplemented, the "Proxy Statement/Prospectus") to be sent to the extent revised stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "Company Stockholders Meeting"), or superseded to be included or supplied by amendments or supplements) on behalf of the Company for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Proxy Statement Securities Act or Rule 14a-12 under the Exchange Act (each, a "Regulation M-A Filing") shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Stockholders Meeting and or at the time any Regulation M-A Filing is filed with the SEC or as of the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Company Stockholders Meeting any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement will or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. The Proxy Statement/Prospectus shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror the Company for inclusion or required incorporation by reference in the proxy statement/prospectus (as amended or supplemented, the "Proxy Statement/ Prospectus") to be supplied by the Acquiror (except sent to the extent revised or superseded by amendments or supplements) for inclusion stockholders of the Company in connection with the Proxy Statement meeting of the stockholders of the Company to consider the Merger (the "Company Stockholders Meeting"), shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Company Stockholders Meeting any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement will or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. The Proxy Statement/Prospectus shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Registration Statementregistration statement on Form S-4, or any amendment or supplement thereto, shall notpursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall, at the time such document is filed, at the time amended or supplemented and at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus to be sent to the Stockholders of the Company in connection with the meeting of the Stockholders of the Company to consider the Merger and vote on a proposal to adopt the Merger Agreement (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement shall notStatement") shall, on the date the Proxy Statement is first mailed to the Stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its respective Affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment or supplement to the Registration Statement will or an amendment or supplement to the Proxy Statement, the Company shall promptly inform Parent and Merger Sub. The Proxy Statement shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities ActExchange Act and the Regulations promulgated thereunder. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in the Registration Statement or omitted from any of the foregoing documentsProxy Statement.

Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company in writing for inclusion in (i) the Registration Statement, registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or any amendment or supplement thereto, shall notas a result of the Merger (the "FORM S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared Form S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information supplied by Acquiror or required ; and (ii) the proxy statement/prospectus to be supplied filed with the SEC by Parent and Company pursuant to Section 5.1(a) hereof (the Acquiror (except to the extent revised or superseded by amendments or supplements"PROXY STATEMENT/PROSPECTUS") for inclusion in the Proxy Statement shall notwill, on at the date the Proxy Statement is first or dates mailed to the shareholders of Company's stockholders, at the time of the shareholders meeting of Company Stockholders' Meeting and at (the Effective Time"COMPANY GENERAL MEETING") in connection with the transactions contemplated hereby, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with . With respect to the solicitation of proxies information supplied or to be supplied by or on behalf of Company in writing for inclusion in the Company for Proxy Statement/Prospectus only, the Company Stockholders' Meeting which has become false or misleading. The Registration Statement Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities ActExchange Act and the rules and regulations promulgated by the SEC thereunder, and the Israeli Companies Law and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time, any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which should be set forth in an amendment to the Form S-4 or a supplement to the Proxy Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the foregoing, Acquiror Company makes no representation, representation or warranty or covenant with respect to any information other than the information supplied or required to be supplied by Company in writing for inclusion in the Company which is contained in Form S-4 or omitted from any of the foregoing documentsProxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Xxxxxx for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement shall notnot contain, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC or at the time any amendment thereto becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Xxxxxx for inclusion in the Proxy Statement or any amendment or supplement thereto shall not, on at the date time the Proxy Statement or any amendment or supplement thereto is first mailed to the Company's stockholdersHFP Stockholders, at the time of the Company Stockholders' Meeting and Stockholders Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading, misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing; provided, Acquiror makes however, that no representation, representation or warranty or covenant is made by Xxxxxx with respect to information related to, or supplied by, HFP, its affiliates or advisors. If at any information supplied time prior to the Effective Time any event relating to Xxxxxx or required to be supplied by the Company which is contained in or omitted from any of its affiliates which should be set forth in an amendment to the foregoing documentsRegistration Statement or a supplement to the Proxy Statement should be discovered by Xxxxxx, Xxxxxx shall promptly inform HFP.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required Subject to the accuracy of the representations of the Company in Section 2.13, the Registration Statement pursuant to which the Parent Common Shares to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion issued in the Registration Statement, or any amendment or supplement thereto, Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The Subject to the accuracy of the representations of the Company in Section 2.13, the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the Proxy Statement shall Statement/Prospectus will not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Registration Statement will comply as to form in all material respects with the applicable provisions of the Securities ActAct and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to Parent, Merger Sub or any of their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/ Prospectus, Parent or Merger Sub will promptly inform the Company. Notwithstanding the foregoing, Acquiror Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied supplied, by the Company which is contained in, or furnished in or omitted from connection with the preparation of, any of the foregoing documentsforegoing. SECTION 3.16.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied in writing by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement on Form S-4 pursuant to which shares of Parent Common Stock issued in the Merger will be registered under the Securities Act (the “Registration Statement, or any amendment or supplement thereto, ”) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied in writing by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus (the “Proxy Statement Statement”) to be sent to the Company’s stockholders in connection with the Company Stockholders’ Meeting shall not, on the date the Proxy Statement is first mailed to the Company's ’s stockholders, at the time of the Company Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' ’ Meeting which has become false or misleading. The Registration Statement will comply as If at any time prior to form in all material respects with the provisions Effective Time any event relating to the Company or any of the Securities Act. Notwithstanding the foregoingits Affiliates, Acquiror makes no representation, warranty officers or covenant with respect to any information supplied or required to directors should be supplied discovered by the Company which is contained should be set forth in an amendment to the Registration Statement or omitted from any of a supplement to the foregoing documentsProxy Statement, the Company shall promptly so inform Parent.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the “Registration Statement, or any amendment or supplement thereto, ”) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the Company’s stockholders to consider the Merger (the “Company Stockholders Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement Statement/Prospectus”) shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's ’s stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by the Company which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of Proxy Statement/Prospectus, the Securities ActCompany shall promptly inform Parent. Notwithstanding the foregoing, Acquiror the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement (as defined in SECTION 3.11) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Seller in connection with the meeting of the Seller's stockholders to consider the Merger (the "Seller Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement Statement/Prospectus") shall not, on not at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated herein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Seller or any of proxies its affiliates, officers or directors should be discovered by or on behalf of the Company for Seller that should be set forth in an amendment to the Company Stockholders' Meeting which has become false or misleading. The Registration Statement will comply as or a supplement to form in all material respects with the provisions of Proxy Statement/Prospectus, the Securities ActSeller shall promptly inform the Company. Notwithstanding the foregoing, Acquiror the Seller makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by omitted by, the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) TeleCorp in writing for inclusion in the Registration Statementregistration statement on Form S-4, or any amendment or supplement thereto, shall notpursuant to which the shares of AWS Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements thereto, the "Registration Statement") shall, at the time such document is filed, at the time amended or supplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the time of the special meeting of the stockholders of TeleCorp in connection with the Merger (the "TeleCorp Stockholders' Meeting"), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) TeleCorp for inclusion in the proxy statement/prospectus to be sent to the stockholders of TeleCorp in connection with the TeleCorp Stockholders Meeting (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement shall notStatement") will, on the date the Proxy Statement is first mailed to the Company's stockholders, stockholders of TeleCorp and at the time of the Company TeleCorp Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to TeleCorp or any of proxies its Affiliates, officers or directors should be discovered by TeleCorp which should be or on behalf should have been set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement, TeleCorp shall promptly inform AWS of the Company for the Company Stockholders' Meeting which has become false or misleadingsuch event. The Registration Proxy Statement will shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities ActExchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Acquiror TeleCorp makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by the Company AWS which is contained in the Registration Statement or omitted from any of the foregoing documentsProxy Statement.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror Company for inclusion or incorporation by reference in the proxy statement/prospectus (except as amended or supplemented, the “Proxy Statement/ Prospectus”) to be sent to the extent revised stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the “Company Stockholders Meeting”), or superseded to be included or supplied by amendments or supplements) on behalf of the Company for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Proxy Statement Securities Act or Rule 14a-12 under the Exchange Act (each, a “Regulation M-A Filing”) shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Stockholders Meeting and or at the Effective Timetime any Regulation M-A Filing is filed with the SEC, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Company Stockholders Meeting any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement will or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. The Proxy Statement/Prospectus shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror Parent for inclusion or required incorporation by reference in the Proxy Statement/Prospectus to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting, or to be included or supplied by or on behalf of the Acquiror (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the Proxy Statement any Regulation M-A Filing, shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Stockholders Meeting and or at any time any Regulation M-A Filing is filed with the SEC or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Company Stockholders Meeting any event relating to Parent or any of its respective affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent shall promptly inform the Company. The Registration Statement will shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror the Company or required to be supplied by the Acquiror Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the Registration Statementregistration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered under the Securities Act (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror the Company or required to be supplied by the Acquiror Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement relating to the Company Stockholders Meeting (such proxy statement, together with the prospectus relating to the shares of Acquiror Common Stock to be issued in the Merger, in each case as amended or supplemented from time to time, the "Proxy Statement Statement/Prospectus") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Acquiror the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company Acquiror which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The written -------------------------------------------------- information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company specifically for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement (as defined in Section 3.19) shall not, at the time the Registration Statement (including is filed with the SEC and at the time it becomes effective under the Securities Act, contain any amendments untrue statement of a material fact or supplements thereto) is declared effective omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The written information supplied by the SECCompany specifically for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting, or at the Effective Time (in each case as supplemented or amended through such time), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any information relating to the Company or any of its affiliates, officers or directors shall be discovered by the Company which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of Proxy Statement, the Securities ActCompany shall promptly inform Parent. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant 2-18 with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Stratagene for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Stratagene for inclusion in the Proxy Statement to be sent to the stockholders of Hycor in connection with the Hycor Stockholders Meeting shall not, on the date the Proxy Statement is first mailed to the Company's Hycor’s stockholders, at the time of the Company Stockholders' Meeting and Hycor Stockholders Meeting, or at the Effective Time, contain any statement which, at any such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Hycor Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Stratagene which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities ActProxy Statement, Stratagene shall promptly inform Hycor. Notwithstanding the foregoing, Acquiror Stratagene makes no representation, warranty or covenant with respect to any information supplied by or required to be respecting Hycor or any of its subsidiaries (other than information supplied by the Company and with respect to Stratagene) which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement (as defined in Section 3.9) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement shall Statement/Prospectus") to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "Stockholders Meeting"), will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and Stockholders Meetings, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under in which they are were made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of Proxy Statement/Prospectus, the Securities ActCompany shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the Registration Statement, or any amendment or supplement thereto, as to which Buyer makes no representation) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC and at the time the Registration Statement is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Buyer for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller, at the time of the Company Stockholders' Meeting Seller Meeting, or to the stockholders of Buyer in connection with the meeting of Buyer's stockholders to consider this Agreement and Plan of Merger (the "Buyer Meeting") and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Seller Meeting or Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors should be discovered by Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Buyer shall promptly inform Seller. The Registration Statement will comply as to form in all material respects with the provisions requirements of the Securities Act. Notwithstanding Act and the foregoingrules and regulations promulgated thereunder, Acquiror makes except that no representation, warranty or covenant representation is made by Buyer with respect to any statements made or incorporated by reference therein based on information supplied by Seller specifically for inclusion or required to be supplied incorporation by reference in the Company which is contained in or omitted from any of the foregoing documentsRegistration Statement.

Registration Statement; Proxy Statement/Prospectus. The None of the -------------------------------------------------- information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised Parent or superseded by amendments or supplements) Merger Sub for inclusion or incorporation by reference in the Registration StatementStatement shall, at the time such document is filed, at the time amended or any amendment or supplement thereto, shall not, supplemented and at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Parent and Merger Sub for inclusion in the Proxy Statement shall notwill, on the date the Proxy Statement is first mailed to the stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, therein in light of the circumstances under which they are were made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become materially false or misleading. The If at any time prior to the Effective Time any event relating to the Parent or Merger Sub, their respective officers and directors should occur which is required to be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement, the Parent or Merger Sub, as the case may be, shall promptly inform Company, and such event shall be so described, and such amendment or supplement (which the Company will have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company. The Proxy Statement, insofar as it relates to the Company Stockholders' Meeting shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities Act. Notwithstanding Exchange Act and the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documentsRegulations promulgated thereunder.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror the Company for inclusion or required incorporation by reference in the registration statement of the Company (the “Registration Statement”) pursuant to which the shares of Company Common Stock to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion issued in the Registration Statement, or any amendment or supplement thereto, shall Merger will be registered with the SEC will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion or incorporation by reference in the Proxy Statement shall Statement/Prospectus will not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating 37 to the Company, any Company Subsidiary or any of proxies its or their Affiliates, officers or directors is discovered by or on behalf of the Company for which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Company Stockholders' Meeting which has become false or misleadingwill promptly inform the Seller. The Registration Statement and the Proxy Statement/Prospectus will comply as to form in all material respects as to form with the provisions requirements of the Securities ActAct and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by omitted by, the Company Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the -------------------------------------------------- information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion or incorporation by reference in the Registration Statementregistration statement on Form S-4, or any amendment or supplement thereto, shall notpursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall, at the time such document is filed, at the time amended or supplemented and at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger and to vote on a proposal to adopt the Merger Agreement (the "Company Stockholders' Meeting") (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement shall notStatement") will, on the date the Proxy Statement is first mailed to the stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, therein in light of the circumstances under which they are were made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become materially false or misleading. The If at any time prior to the Effective Time, any event relating to the Company, its officers and directors, or any Subsidiary should occur which is required to be set forth in an amendment or supplement to the Registration Statement will or an amendment or supplement to the Proxy Statement, the Company shall promptly inform Parent, and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company. The Proxy Statement, insofar as it relates to the Company Stockholders' Meeting shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities Act. Notwithstanding Exchange Act and the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documentsRegulations promulgated thereunder.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required Subject to the -------------------------------------------------- accuracy of the representations of the Company in Section 4.28 hereof, the registration statement (the "Registration Statement") pursuant to which the Aeroflex Common Stock to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion issued in the Registration Statement, or any amendment or supplement thereto, Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Aeroflex for inclusion in the Proxy Statement shall Statement/Prospectus will not, on the date the Proxy Statement Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the Company's stockholdersshareholders of MCE, at the time of the Company Stockholders' Meeting and MCE Shareholders Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to Aeroflex, Acquisition or any of proxies their respective affiliates, officers or directors should be discovered by Aeroflex or on behalf of Acquisition which should be set forth in an amendment to the Company for Registration Statement or a supplement to the Company Stockholders' Meeting which has become false Proxy Statement/Prospectus, Aeroflex or misleadingAcquisition will promptly inform MCE. The Registration Statement will and Proxy Statement/Prospectus shall comply as to form in all material respects as to form with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror makes Aeroflex and Acquisition make no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by the Company MCE which is contained in, or furnished in or omitted from connection with the preparation of, any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) TSI for inclusion in the registration statement on Form S-4 pursuant to which shares of Eclipsys Voting Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement, or any amendment or supplement thereto, ") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) TSI for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Eclipsys and TSI in connection with the meeting of TSI's stockholders (the "TSI Stockholders' Meeting") to consider this Agreement and the Merger and in connection with the meeting of Eclipsys' stockholders (the "Eclipsys Stockholders' Meeting") to consider the issuance of shares of Eclipsys Voting A-12 20 Common Stock pursuant to the Merger (the "Joint Proxy Statement Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of TSI or Eclipsys, at the time of the Company TSI Stockholders' Meeting and the Eclipsys Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company TSI Stockholders' Meeting or the Eclipsys Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to TSI or any of its Affiliates, officers or directors should be discovered by TSI which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities ActJoint Proxy Statement, TSI shall promptly inform Eclipsys. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documents.SECTION 3.17

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Buyer for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement (as defined in Section 2.18) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Buyer for inclusion in the Proxy Statement to be sent to the stockholders of the Seller in connection with the Seller Stockholders' Meeting and, if required, the stockholders of the Buyer in connection with the Buyer Stockholders' Meeting, and the information made available to the Seller's stockholders in connection with their election as to the form of Merger Consideration, shall not, on the date the Proxy Statement is first mailed to the CompanySeller's stockholders, stockholders and the Buyer's stockholders and at the time of the Company Seller Stockholders' Meeting and the Buyer Stockholders' Meeting, as the case may be, and at the Effective Timetime such information is made available to the Seller's stockholders in connection with such election, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier written communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Seller Stockholders' Meeting and the Buyer Stockholders' Meeting which has become false or misleading. The Registration Statement and the Proxy Statement used by the Buyer will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act, respectively, and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to the Buyer or any of its affiliates, officers or directors should be discovered by the Buyer that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement or as part of the information made available to the Seller's stockholders, the Buyer shall promptly inform the Seller. Notwithstanding the foregoing, Acquiror the Buyer makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by the Company which Seller that is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror Subject to the accuracy of the representations of the Company in Section 3.13, neither (i) the Offer Documents, at the time the Offer Documents are filed with the SEC or required are first published, sent or given to stockholders of the Company, as the case may be, nor (ii) the Registration Statement pursuant to which the Parent Common Shares to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion issued in the Registration Statement, or any amendment or supplement thereto, shall notMerger will be registered with the SEC, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The Subject to the accuracy of the representations of the Company in Section 3.13, the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the Proxy Statement shall Statement/Prospectus will not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to Parent, Merger Sub or any of proxies their respective affiliates, officers or directors should be discovered by Parent or on behalf of Merger Sub which should be set forth in an amendment to the Company for the Company Stockholders' Meeting which has become false or misleading. The Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent or Merger Sub will comply as to form in all material respects with promptly inform the provisions of the Securities ActCompany. Notwithstanding the foregoing, Acquiror Parent makes no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in, or furnished in or omitted from connection with the preparation of, any of the foregoing documentsforegoing. The Offer Documents and the Registration Statement shall comply in all material respects as to form with the requirements of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Newpark for inclusion in the Registration Statement, or any amendment or supplement thereto, as to which Tuboscope makes no representation) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Newpark for inclusion in the Joint Proxy Statement, as to which Tuboscope makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Tuboscope or Newpark, at the time of the Company Tuboscope Stockholders' Meeting and the Newpark Stockholder's Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Tuboscope Stockholders' Meeting or the Newpark Stockholders' Meetings which has become false or misleading. The If at any time prior to the Effective Time any event relating to Tuboscope or any of its Affiliates, officers or directors should be discovered by Tuboscope which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoingJoint Proxy Statement, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documentsTuboscope shall promptly inform Newpark.

Registration Statement; Proxy Statement/Prospectus. The Subject to the accuracy of the representations of Parent in Section 3.13, the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement (as defined in Section 3.13) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus to be sent to the shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Merger (the "Company Shareholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement shall Statement/Prospectus") will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company Stockholders' Meeting and Shareholders Meeting, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement will or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent and Merger Sub. The Proxy Statement/Prospectus shall comply as to form in all material respects with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or omitted from any of the foregoing documentsProxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the registration statement on Form S-4 pursuant to which shares of Parent Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement, or any amendment or supplement thereto, ") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Parent for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of the Company and Parent in connection with the meeting of Parent's stockholders (the "Parent Stockholders' Meeting") and the Company's stockholders (the "Company Stockholders' Meeting") to consider this Agreement and the Merger (the "Joint Proxy Statement Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Parent or the Company's stockholders, at the time of the Parent Stockholders' Meeting and the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by for the Parent Stockholders' Meeting or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to Parent or any of its Affiliates, officers or directors should be discovered by Parent which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of Joint Proxy Statement, Parent shall promptly inform the Securities ActCompany. Notwithstanding the foregoing, Acquiror Parent makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which that is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) TeleCorp in writing for inclusion in the Registration Statementregistration statement on Form S-4, or any amendment or supplement thereto, shall notpursuant to which the shares of the Holding Company Capital Stock to be issued in the Mergers will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall, at the time such document is filed, at the time amended or supplemented, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The None of the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) TeleCorp for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of TeleCorp and Tritel in connection with the respective special meetings of the stockholders of TeleCorp (the "TeleCorp Stockholders' Meeting"), and Tritel (the "Tritel Stockholders' Meeting") in connection with the Mergers (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Joint Proxy Statement shall notStatement") will, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of TeleCorp and Tritel, at the time of the Company TeleCorp Stockholders' Meeting and the Tritel Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to TeleCorp or any of proxies its Affiliates (as defined in Section 10.4), officers or directors should be discovered by TeleCorp which should be set forth in an amendment or on behalf of supplement to the Company for Registration Statement or an amendment or supplement to the Company Stockholders' Meeting which has become false or misleadingJoint Proxy Statement, TeleCorp shall promptly inform the Holding Company, AT&T and Tritel. The Registration Joint Proxy Statement will (other then information relating solely to Tritel) shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities ActExchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Acquiror TeleCorp makes no representation, representation or warranty or covenant with respect to any information supplied by Tritel or required to be supplied by the Company AT&T which is contained in the Registration Statement or omitted from any of the foregoing documentsJoint Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Autobytel for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Autobytel for inclusion in the Proxy Statement to be sent to the stockholders of Autobytel in connection with the meeting of Autobytel's stockholders to consider the Merger (the "Autobytel Stockholders Meeting") and the Autoweb's stockholders in connection with the Autoweb Stockholders Meeting shall not, on the date the Proxy Statement is first mailed to the CompanyAutobytel's stockholders and Autoweb's stockholders, at the time of the Company Stockholders' Autobytel Stockholders Meeting, the Autoweb Stockholders Meeting and or at the Effective Time, contain any statement which, at any such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Autobytel Stockholders Meeting or Autoweb Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Autobytel which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities ActProxy Statement, Autobytel shall promptly inform Autoweb. Notwithstanding the foregoing, Acquiror Autobytel makes no representation, warranty or covenant with respect to any information supplied by or required respecting Autoweb (other than information with respect to be supplied by the Company Autobytel) which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, or any amendment or supplement thereto, ") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus to be sent to the stockholders of Company in connection with the meeting of Company's stockholders to consider the Merger and the transactions contemplated by the Asset Purchase Agreement (the "Company Stockholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documents.has

Registration Statement; Proxy Statement/Prospectus. The written -------------------------------------------------- information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company specifically for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement (as defined in Section 3.19) shall not, at the time the Registration Statement (including is filed with the SEC and at the time it becomes effective under the Securities Act, contain any amendments untrue statement of a material fact or supplements thereto) is declared effective omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The written information supplied by the SECCompany specifically for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting, or at the Effective Time (in each case as supplemented or amended through such time), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any information relating to the Company or any of its affiliates, officers or directors shall be discovered by the Company which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of Proxy Statement, the Securities ActCompany shall promptly inform Parent. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant 2.1-18 with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The written information supplied by Acquiror or required to be supplied by TMAI expressly for the Acquiror (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the issuance of the shares of Avant! Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, or any amendment or supplement thereto, ") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The written information supplied by Acquiror or required to be supplied by TMAI expressly for the Acquiror (except to the extent revised or superseded by amendments or supplements) for purpose of inclusion in the combined proxy statement/prospectus to be sent to the shareholders of TMAI in connection with the meetings of TMAI's shareholders (the "TMAI Shareholders Meeting") and Avant!'s stockholders (the "Avant! Stockholders Meeting") to be held in connection with the Merger (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyTMAI's stockholdersshareholders, at the time of the Company Stockholders' TMAI Shareholders Meeting and at the Effective Time, contain any material statement which, at such time, is false or misleading with respect to any material fact, or omit omits to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not false or misleading, misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' TMAI's Shareholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by TMAI which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities ActProxy Statement, TMAI shall promptly inform Avant!. Notwithstanding the foregoing, Acquiror TMAI makes no representation, warranty or covenant with respect to any information supplied by Avant! or required to be supplied by the Company which Merger Sub that is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Registration Statement, or any amendment or supplement thereto, shall Statement (as defined in Section 3.21) will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of the Company and the stockholders of Parent in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") and in connection with the meeting of Parent's stockholders to consider the Merger (the "Parent Stockholders' Meeting") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders and Parent's stockholders, at the time of the Company Stockholders' Meeting and or Parent Stockholders' Meeting, or at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting or Parent Stockholders' Meeting which has become false or misleading. The Registration Proxy Statement will comply as to form in all material respects with the provisions of the Securities ActExchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company will promptly inform Parent. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror the Company for inclusion or required incorporation by reference in the registration statement of the Company (the “Registration Statement”) pursuant to which the shares of Company Common Stock to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion issued in the Registration Statement, or any amendment or supplement thereto, Acquisition Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion or incorporation by reference in the Proxy Statement Statement/Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its Affiliates, officers or directors is discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement will and the Proxy Statement/Prospectus shall comply as to form in all material respects as to form with the provisions requirements of the Securities Act, the Exchange Act (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by omitted by, the Company Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror the Company for inclusion or required incorporation by reference in the registration statement of the Company (the “Registration Statement”) pursuant to which the shares of Company Common Stock to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion issued in the Registration Statement, or any amendment or supplement thereto, Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion or incorporation by reference in the Proxy Statement Statement/Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company Stockholders' Seller Shareholders’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its Affiliates, officers or directors is discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement will and the Proxy Statement/Prospectus shall comply as to form in all material respects as to form with the provisions requirements of the Securities Act, the Exchange Act (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by omitted by, the Company Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement of the Company (the "Registration Statement, or any amendment or supplement thereto, ") pursuant to which the shares of Company Common Stock to be issued in the Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Proxy Statement Statement/Prospectus shall not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company StockholdersSeller Shareholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false should be set forth in an amendment to the Registration Statement or misleadinga supplement to the Proxy Statement/Prospectus, the Company will promptly inform the Seller. The Registration Statement will and the Proxy Statement/Prospectus shall comply as to form in all material respects as to form with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by the Company omitted by, Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) LECG for inclusion in the Registration Statement, or any amendment or supplement thereto, registration statement on Form S-4 pursuant to which shares of Xxxxxxx Common Stock issuable in the Merger will be registered with the SEC (the "REGISTRATION STATEMENT") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein, in light of the circumstances under which they were madeRegistration Statement, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) LECG for inclusion in the Proxy Statement joint proxy statement/prospectus (the "PROXY STATEMENT") to be sent to the shareholders of LECG and the stockholders of Xxxxxxx in connection with the meetings of their shareholders and stockholders, respectively, to consider this Agreement and the Merger (the "LECG SHAREHOLDERS MEETING" and the "XXXXXXX STOCKHOLDERS MEETING," respectively, and, collectively, the "STOCKHOLDERS MEETINGS") shall not, on the date the Proxy Statement is first mailed to shareholders of LECG and the Company's stockholdersstockholders of Xxxxxxx, at the time of the Company Stockholders' Meeting Stockholders Meetings and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting Stockholders Meetings which has become false or misleading. The If at any time prior to the Effective Time any event relating to LECG or any of its Affiliates, officers or directors should be discovered by LECG which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities ActProxy Statement, LECG shall promptly inform Xxxxxxx. Notwithstanding the foregoing, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documents3.24. Intentionally Omitted. 3.25.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Varco for inclusion in the registration statement on Form S-4 pursuant to which shares of Tuboscope Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement, or any amendment or supplement thereto"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Varco for inclusion in the joint proxy statement/prospectus to be sent to Varco's shareholders and Tuboscope's stockholders in connection with the meeting of Varco's shareholders to consider this Agreement and the Merger (the "Varco Shareholders' Meeting") and in connection with the meeting of Tuboscope's stockholders (the "Tuboscope Stockholders' Meeting") to consider this Agreement, the Merger and an amendment to Tuboscope's certificate of incorporation to increase the number of authorized shares of Tuboscope Common Stock from 60,000,000 to 200,000,000 shares (the "Joint Proxy Statement Statement") shall not, on the date the Joint Proxy Statement is first mailed to the CompanyVarco's shareholders and Tuboscope's stockholders, at the time of the Company Varco Shareholders' Meeting and the Tuboscope Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Varco Shareholders' Meeting or the Tuboscope Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to Varco or any of its Affiliates, officers or directors should be discovered by Varco which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoingJoint Proxy Statement, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documentsVarco shall promptly inform Tuboscope.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement (as defined in Section 3.15) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus to be sent to the shareholders of the Company in connection with the meeting of the Company's shareholders to consider the Merger (the "Company Shareholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement Statement/Prospectus") shall not, on not at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company StockholdersShareholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation of proxies by or on behalf of Effective Time any event relating to the Company for or any of its affiliates, officers or directors should be discovered by the Company Stockholders' Meeting which has become false or misleading. The should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of Proxy Statement/Prospectus, the Securities ActCompany shall promptly inform the Buyer. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by omitted by, the Company Buyer which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Autoweb for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Autobytel Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, or any amendment or supplement thereto, ") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Autoweb for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Autoweb in connection with the meeting of Autoweb's stockholders to consider the Merger (the "Autoweb Stockholders Meeting") and to the stockholders of Autobytel in connection with the Autobytel Stockholders Meeting (as defined in Section 3.8 ----------- hereof) (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyAutoweb's stockholders and Autobytel's stockholders, at the time of the Company Stockholders' Autoweb Stockholders Meeting, the Autobytel Stockholders Meeting and or at the Effective Time, contain any statement which, at any such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Autoweb Stockholders Meeting or Autobytel Stockholder Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Autoweb which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities ActProxy Statement, Autoweb shall promptly inform Autobytel and Merger Sub. Notwithstanding the foregoing, Acquiror Autoweb makes no representation, warranty or covenant with respect to any information supplied by or required to be respecting Autobytel or Merger Sub (other than information supplied by the Company and with respect to Autoweb) which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement, or any amendment or supplement thereto"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller in connection with the meeting of Seller's stockholders to consider this Agreement and the Merger (the "Seller Meeting") and in connection with the meeting of Buyer's stockholders (the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller or Buyer, at the time of the Company Stockholders' Seller Meeting and the Buyer Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Seller Meeting or the Buyer Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to Seller or any of its Affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoingJoint Proxy Statement, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documentsSeller shall promptly inform Buyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror the Company or required to be supplied by the Acquiror Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the Registration Statementregistration statement on Form S-4 (or if such form shall be unavailable, such other form as may be available for registration with the SEC of the shares of Buyer Common Stock to be issued in the Merger), or any amendment or supplement thereto, pursuant to which the shares of Buyer Common Stock to be issued in the Merger will be registered with the SEC (including any amendments or supplements, the "Registration Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror the Company or required to be supplied by the Acquiror Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement Statement/Prospectus or any amendment or supplement thereto to be sent to the stockholders of the Company in connection with the solicitation of proxies for the Company's Stockholders' Meeting (as defined herein) to approve the Merger and adopt this Agreement, the Merger and the other transactions contemplated hereby (such Proxy Statement/Prospectus, as amended or supplemented, is referred to herein as the "Proxy Statement/Prospectus") shall not, on the date the Proxy Statement Statement/Prospectus is first mailed or otherwise provided to the CompanyCompany Stockholders and the Buyer's stockholders, at the time of the Company Stockholders' Meeting and or at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Registration Statement information to be provided by the Company for inclusion in the Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Exchange Act. Notwithstanding the foregoing, Acquiror the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company Buyer which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror Subject to the accuracy of the representations of the Company in Section 2.13, the registration statement on Form S-4 (or required on such other form as shall be appropriate) (as it may be amended, the "REGISTRATION STATEMENT") pursuant to which the Parent Common Shares to be supplied by issued in connection with the Acquiror (except to Merger will be registered with the extent revised or superseded by amendments or supplements) for inclusion in the Registration Statement, or any amendment or supplement thereto, SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror Parent or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Merger Sub in writing specifically for inclusion in the Proxy Statement shall Statement/Prospectus will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, stockholders or at the time of the Company Stockholders' Meeting and at the Effective TimeStockholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent, Merger Sub or any of their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent or Merger Sub will promptly inform the Company. The Registration Statement will and Proxy Statement/Prospectus shall comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Acquiror makes Parent and Merger Sub make no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or omitted from any of the foregoing documentsProxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, or any amendment or supplement thereto, ") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus to be sent to the stockholders of Company in connection with the meeting of Company's stockholders to consider the Merger and the transactions contemplated by the Asset Purchase Agreement (the "Company Stockholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Company which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities ActProxy Statement, Company shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, Acquiror Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub or any other third party which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror registration statement (except to the extent revised or superseded by including any amendments or supplements) for inclusion in the Registration Statement, or any amendment or supplement supplements thereto, the "REGISTRATION STATEMENT"), pursuant to which the Warrants, the Shares, Warrant Shares, Conversion Shares and/or Adjustment Shares will be registered with the SEC shall not, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the 1933 Act, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading. The proxy statement required in connection with the transactions contemplated by this Agreement to be sent to the stockholders of the Company in connection with the meeting of stockholders to be called to approve the Amendment (including any amendments the "STOCKHOLDERS' MEETING") (such proxy statement as amended or supplements theretosupplemented is referred to herein as the "PROXY STATEMENT") shall not, on the date the Proxy Statement is declared effective by first mailed to the SECCompany's stockholders, at the time of the Stockholders' Meeting and at the time of Closing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact affect necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Registration Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act1934 Act and the rules and regulations thereunder. Notwithstanding If at any time prior to the foregoingClosing any event relating to the Company, Acquiror makes no representationits subsidiaries, warranty or covenant with respect to any information supplied of their respective affiliates, officers or required to directors should be supplied discovered by the Company which is contained should be set forth in an amendment to the Registration Statement or omitted from any of a supplement to the foregoing documentsProxy Statement, the Company will promptly inform Buyer and Lender.

Registration Statement; Proxy Statement/Prospectus. The information in the Registration Statement (except for information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the Registration Statement, or any amendment or supplement thereto, as to which Buyer makes no representation) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC and at the time the Registration Statement is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Buyer for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller, at the time of the Company Stockholders' Seller Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Buyer or any of its Affiliates, officers or directors should be discovered by Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Buyer shall promptly inform Seller. The Registration Statement will comply as to form in all material respects with the provisions requirements of the Securities Act. Notwithstanding Act and the foregoingrules and regulations promulgated thereunder, Acquiror makes except that no representation, warranty or covenant representation is made by Buyer with respect to any statements made or incorporated by reference therein based on information supplied by Seller specifically for inclusion or required to be supplied incorporation by reference in the Company which is contained in or omitted from any of the foregoing documentsRegistration Statement.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, or any amendment or supplement thereto, ") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus to be sent to the stockholders of Company in connection with the meeting of Company's stockholders to consider the Merger (the "Company Stockholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Company which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities ActProxy Statement, Company shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, Acquiror Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The written information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company specifically for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement (as defined in Section 3.19) shall not, at the time the Registration Statement (including is filed with the SEC and at the time it becomes effective under the Securities Act, contain any amendments untrue statement of a material fact or supplements thereto) is declared effective omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The written information supplied by the SECCompany specifically for inclusion in the proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider the Merger (the "Company Stockholders' Meeting") (such proxy statement/prospectus as amended or ------------------------------ supplemented is referred to herein as the "Proxy Statement") shall not, on the ---------------- date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting, or at the Effective Time (in each case as supplemented or amended through such time), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any information relating to the Company or any of its affiliates, officers or directors shall be discovered by the Company which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of Proxy Statement, the Securities ActCompany shall promptly inform Parent. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents.. EXECUTION COPY

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Capital Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement, or any amendment or supplement thereto"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller in connection with the meeting of Seller's stockholders to consider this Agreement and the Merger (the "Seller Meeting") and in connection with the meeting of Buyer's stockholders (the "Buyer Meeting") to consider the issuance of shares of Buyer Capital Stock pursuant to the Merger (the "Joint Proxy Statement Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller or Buyer, at the time of the Company Seller Stockholders' Meeting and the Buyer Stockholders' Meeting or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Seller Meeting or the Buyer Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to Seller or any of its Affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoingJoint Proxy Statement, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documentsSeller shall promptly inform Buyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Newpark for inclusion in the registration statement on Form S-4 pursuant to which shares of Tuboscope Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement, or any amendment or supplement thereto"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Newpark for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Tuboscope and Newpark in connection with the meeting of Newpark's stockholders to consider this Agreement and the Merger (the "Newpark Stockholders' Meeting") and in connection with the meeting of Tuboscope's stockholders (the "Tuboscope Stockholders' Meeting") to consider this Agreement, the Merger and the issuance of shares of Tuboscope Common Stock pursuant to the Merger (the "Joint Proxy Statement Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Newpark or Tuboscope, at the time of the Company Newpark Stockholders' Meeting and the Tuboscope Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Newpark Stockholders' Meeting or the Tuboscope Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to Newpark or any of its Affiliates, officers or directors should be discovered by Newpark which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoingJoint Proxy Statement, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documentsNewpark shall promptly inform Tuboscope.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement (as defined in Section 3.10) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement/prospectus to be sent to the shareholders of Seller in connection with the meeting of Seller's shareholders to consider the Merger (the "Seller Shareholders' Meeting'") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement Statement/Prospectus") shall not, on not at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholdersshareholders, at the time of the Company StockholdersSeller Shareholders' Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated herein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to Seller or any of proxies its affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the Registration Statement or on behalf of a supplement to the Company for Proxy Statement/Prospectus, Seller shall promptly inform the Company Stockholders' Meeting which has become false or misleadingCompany. The Registration Statement will Proxy Statement/Prospectus shall comply as to form in all material respects as to form with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror Seller makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by omitted by, the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Capital Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement, or any amendment or supplement thereto"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller in connection with the meeting of Seller's stockholders to consider this Agreement and the Merger (the "Seller Meeting") and in connection with the meeting of Buyer's stockholders (the "Buyer Meeting") to consider the issuance of shares of Buyer Capital Stock pursuant to the Merger (the "Joint Proxy Statement Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller or Buyer, at the time of the Company Seller Stockholders' Meeting and the Buyer Stockholders' Meeting or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Seller Meeting or the Buyer Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to Seller or any of its Affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoingJoint Proxy Statement, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documentsSeller shall promptly inform Buyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required Subject to the accuracy of the representations of the Company in Section 2.13, the registration statement (the "Registration Statement") pursuant to which the Parent Common Shares to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion issued in the Registration Statement, or any amendment or supplement thereto, Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Parent in writing specifically for inclusion in the Proxy Statement shall Statement/Prospectus will not, on the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders, shareholders or at the time of the Company Stockholders' Meeting and at the Effective TimeShareholders Meeting, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Parent, Merger Sub or any of their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, Parent or Merger Sub will promptly inform the Company. The Registration Statement will and Proxy Statement/Prospectus shall comply as to form in all material respects with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror makes Parent and Merger Sub make no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or omitted from any of the foregoing documentsProxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror the Company for inclusion or required incorporation by reference in the proxy statement/prospectus (as amended or supplemented, the "Proxy Statement/ Prospectus") to be supplied by the Acquiror (except sent to the extent revised or superseded by amendments or supplements) for inclusion shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Company Voting Proposal (the "Company Shareholders Meeting"), and stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the issuance of the Parent Common Stock in the Proxy Statement Merger (the "Parent Stockholders Meeting"), shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders of the Company's stockholders, Company and stockholders of Parent or at the time of the Company Stockholders' Shareholders Meeting and at the Effective Time, time of the Parent Stockholders Meeting contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholders Meeting and the Parent Stockholders Meeting which has become false or misleading. The If at any time prior to the later of the Company Shareholders Meeting and the Parent Stockholders Meeting any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement will or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. The Proxy Statement/Prospectus shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in the Registration Statement or omitted from any of the foregoing documentsProxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror the Company for inclusion or required incorporation by reference in the registration statement of the Company (the “Registration Statement”) pursuant to which the shares of Company Common Stock to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion issued in the Registration Statement, or any amendment or supplement thereto, shall Merger will be registered with the SEC will not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion or incorporation by reference in the Proxy Statement shall Statement/Prospectus will not, on at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Company, any Company Subsidiary or any of proxies its or their Affiliates, officers or directors is discovered by or on behalf of the Company for which should be set forth in an amendment or supplement to the Registration Statement or an amendment or supplement to the Proxy Statement/Prospectus, the Company Stockholders' Meeting which has become false or misleadingshall promptly inform the Seller. The Registration Statement and the Proxy Statement/Prospectus will comply as to form in all material respects as to form with the provisions requirements of the Securities ActAct and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information about, or supplied or required to be supplied by omitted by, the Company Seller which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Target for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Acquiror Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, or any amendment or supplement thereto, ") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Target for inclusion in the proxy statement/prospectus to be sent to the stockholders of Target in connection with the meeting of Target's stockholders to consider the Merger (the "Target Stockholders Meeting") and to the stockholders of Acquiror in connection with the meeting of Acquiror's stockholders to consider the Merger (the "Acquiror Stockholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyTarget's stockholders and Acquiror's stockholders, at the time of the Company Stockholders' Target Stockholders Meeting, at the time of the Acquiror Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Target Stockholders Meeting or the Acquiror Stockholder Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Target which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities ActProxy Statement, Target shall promptly inform Acquiror and Merger Sub. Notwithstanding the foregoing, Acquiror Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the resale of shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the “Registration Statement, or any amendment or supplement thereto, ”) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus to be sent to the stockholders of Company in connection with the meeting of Company’s stockholders to consider the Merger (the “Company Stockholders Meeting”) (such proxy statement/prospectus as amended or supplemented is referred to herein as the “Proxy Statement Statement”) shall not, on the date the Proxy Statement is first mailed to the Company's ’s stockholders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Company that should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities ActProxy Statement, Company shall promptly inform Parent and Merger Sub. Notwithstanding the foregoing, Acquiror Company makes no representation, warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company which Merger Sub or any other third party that is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror the Company for inclusion or required incorporation by reference in the proxy statement/prospectus (as amended or supplemented, the "Proxy Statement/Prospectus") to be supplied by the Acquiror (except sent to the extent revised or superseded by amendments or supplements) for inclusion shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Company Voting Proposal (the "Company Shareholders Meeting"), and stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the issuance of the Parent Common Stock in the Proxy Statement Merger (the "Parent Stockholders Meeting"), shall not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders of the Company's stockholders, Company and stockholders of Parent or at the time of the Company Stockholders' Shareholders Meeting and at the Effective Time, time of the Parent Stockholders Meeting contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholders Meeting and the Parent Stockholders Meeting which has become false or misleading. The If at any time prior to the later of the Company Shareholders Meeting and the Parent Stockholders Meeting any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement will or a supplement to the Proxy State ment/Prospectus, the Company shall promptly inform Parent. The Proxy State ment/Prospectus shall comply as to form in all material respects as to form and substance with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in the Registration Statement or omitted from any of the foregoing documentsProxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror Subject to the accuracy of the representations of the Company made in Section 2.19, the registration statement on Form S-4 (or required such other or successor form as shall be appropriate), (including any amendments or supplements thereto, the "Registration Statement"), pursuant to which the shares of Parent Common ----------------------- Stock to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion issued in the Registration Statement, or any amendment or supplement thereto, Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by filed with the SEC, at the time it becomes effective under the Securities Act, or at the time of the Company Stockholders' Meeting (in each case as supplemented or amended through such time), contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein not misleading. The written information supplied by Parent specifically for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting, or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any information relating to Parent, Merger Sub, or any of their respective affiliates, officers, or directors shall be discovered by Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Parent or Merger Sub will comply as to form in all material respects with promptly inform the provisions of the Securities ActCompany. Notwithstanding the foregoing, Acquiror makes Parent and Merger Sub make no representation, representation or warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror the Company or required to be supplied by the Acquiror Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the Registration Statementregistration statement on Form S-4, or any amendment or supplement thereto, relating to the registration under the Securities Act of the shares of Acquiror Common Stock to be issued in the Merger (including any amendments or supplements, the "Registration Statement") shall ---------------------- not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror the Company or required to be supplied by the Acquiror Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the proxy statement relating to the Company Stockholders Meeting (as hereinafter defined) (such proxy statement, together with the proxy statement relating to the Acquiror Stockholders Meeting (as hereinafter defined), in each case as amended or supplemented from time to time, the "Joint ----- Proxy Statement Statement") shall not, on the date the Joint Proxy Statement is first --------------- mailed to the Company's stockholdersHolders, at the time of the Company Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Stockholders Meeting which has become false or misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Acquiror the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company Acquiror which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the registration statement on Form S-4 (the "Registration Statement") pursuant to which shares of Buyer Common Stock issued in the Merger will be registered under the Securities Act of 1933, or any amendment or supplement thereto, as amended (the "Securities Act") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller in connection with the meeting of Seller's stockholders (the "Seller Stockholders' Meeting") to consider this Agreement and the Merger and in connection with the meeting of Buyer's stockholders (the "Buyer Stockholders' Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement Statement") shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller or Buyer, at the time of the Company Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Seller Stockholders' Meeting or the Buyer Stockholders' Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to Seller or any of its Affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoingJoint Proxy Statement, Acquiror makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by the Company which is contained in or omitted from any of the foregoing documentsSeller shall promptly inform Buyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement (as defined in Section 3.3(b)) shall not, not at the time the Registration Statement (including is filed with the SEC and at the time it becomes effective under the Securities Act, contain any amendments untrue statement of a material fact or supplements thereto) is declared effective omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information to be supplied by the SECCompany for inclusion in the proxy statement/prospectus to be sent to the shareholders of the Company and shareholders of Parent in connection with the meeting of the Company's shareholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "Company Shareholders' Meeting") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock by virtue of the Merger (the "Parent Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") shall not, on the date the Proxy Statement is first mailed to the Company's shareholders and Parent's stockholders, at the time of the Company Shareholders' Meeting or the Parent Stockholder' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) for inclusion in the Proxy Statement shall not, on the date the Proxy Statement is first mailed to the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Shareholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Registration Proxy Statement will comply as to form in all material respects with the provisions of the Securities ActExchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time, any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set xxxx in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company shall promptly inform Parent. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required -------------------------------------------------- to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in connection with the Merger will be registered under the Securities Act (the "Registration Statement, or any amendment or supplement thereto"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus (the "Proxy Statement Statement") to be sent to the stockholders of the Company in connection with the meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Meeting") shall not, on the date the Proxy Statement is first mailed to stockholders of the Company's stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Meeting which has become false or misleading. The Registration Statement will comply as If at any time prior to form in all material respects with the provisions Effective Time any event relating to the Company or any of the Securities Act. Notwithstanding the foregoingits Affiliates, Acquiror makes no representation, warranty officers or covenant with respect to any information supplied or required to directors should be supplied discovered by the Company which is contained should be set forth in an amendment to the Registration Statement or omitted from any of a supplement to the foregoing documentsProxy Statement, the Company shall promptly inform the Buyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Autoweb for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Autobytel Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement, or any amendment or supplement thereto, ") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Autoweb for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Autoweb in connection with the meeting of Autoweb's stockholders to consider the Merger (the "Autoweb Stockholders Meeting") and to the stockholders of Autobytel in connection with the Autobytel Stockholders Meeting (as defined in Section 3.8 hereof) (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement Statement") shall not, on the date the Proxy Statement is first mailed to the CompanyAutoweb's stockholders and Autobytel's stockholders, at the time of the Company Stockholders' Autoweb Stockholders Meeting, the Autobytel Stockholders Meeting and or at the Effective Time, contain any statement which, at any such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Autoweb Stockholders Meeting or Autobytel Stockholder Meeting which has become false or misleading. The If at any time prior to the Effective Time any event or information should be discovered by Autoweb which should be set forth in an amendment to the Registration Statement will comply as or a supplement to form in all material respects with the provisions of the Securities ActProxy Statement, Autoweb shall promptly inform Autobytel and Merger Sub. Notwithstanding the foregoing, Acquiror Autoweb makes no representation, warranty or covenant with respect to any information supplied by or required to be respecting Autobytel or Merger Sub (other than information supplied by the Company and with respect to Autoweb) which is contained in or omitted from any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion or incorporation by reference in the Registration Statement, or any amendment or supplement thereto, shall not, Statement will not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror the Seller for inclusion or required incorporation by reference in the proxy statement/prospectus to be supplied by the Acquiror (except sent to the extent revised stockholders of the Seller in connection with the meeting of the Seller’s stockholders to consider the Acquisition Merger (the “Seller Stockholders’ Meeting”) (such proxy statement/prospectus as amended or superseded by amendments or supplementssupplemented is referred to herein as the “Proxy Statement/Prospectus”) for inclusion in the Proxy Statement shall not, on will not at the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, at the time of the Company Seller Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time, is be false or misleading with respect to any material factfact stated therein, or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading, or omit to state . If at any material fact necessary to correct any statement in any earlier communication with respect time prior to the solicitation Effective Time any event relating to the Seller or any of proxies its Affiliates, officers or directors is discovered by the Seller which should be set forth in an amendment to the Registration Statement or on behalf of a supplement to the Company for Proxy Statement/Prospectus, the Company Stockholders' Meeting which has become false or misleadingSeller shall promptly inform the Company. The Registration Statement Proxy Statement/Prospectus will comply as to form in all material respects as to form with the provisions requirements of the Securities Act. Notwithstanding , the foregoing, Acquiror makes no representation, warranty or covenant with respect Exchange Act (to any information supplied or required to be supplied by the Company which is contained in or omitted from any of extent applicable) and the foregoing documentsrules and regulations thereunder.

Registration Statement; Proxy Statement/Prospectus. The Subject to the accuracy of the representations of Parent in Section 3.13, the information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company in writing specifically for inclusion in the Registration Statement, or any amendment or supplement thereto, Statement (as defined in Section 3.13) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Company for inclusion in the proxy statement/prospectus to be sent to the shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Merger (the "Company Shareholders Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement shall Statement/Prospectus") will not, on the date the Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the Company's stockholders, shareholders or at the time of the Company Stockholders' Shareholders Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Shareholders Meeting which has become false or misleading. The If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement will or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent and Merger Sub. The Proxy Statement/Prospectus shall comply as to form in all material respects with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Acquiror the Company makes no representation, representation or warranty or covenant with respect to any information supplied by Parent or required to be supplied by the Company Merger Sub which is contained or incorporated by reference in, or furnished in or omitted from any of connection with the foregoing documentspreparation of, the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement and registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement, or any amendment or supplement thereto"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC and at the time the Registration Statement is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by Acquiror or required to be supplied by the Acquiror (except to the extent revised or superseded by amendments or supplements) Seller for inclusion in the proxy statement/prospectus to be sent to the stockholders of Seller in connection with the meeting of Seller's stockholders to consider this Agreement and the Merger (the "Seller Meeting") (the " Proxy Statement Statement") shall not, on the date the Proxy Statement is first mailed to the Company's stockholdersstockholders of Seller, at the time of the Company Stockholders' Seller Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Proxy Statement not false or misleading, ; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of the Company for the Company Stockholders' Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller or any of its Affiliates, officers or directors should be discovered by Seller which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Seller shall promptly inform Buyer. The Registration Proxy Statement will comply as to form in all material respects with the provisions requirements of the Securities Act. Notwithstanding Exchange Act and the foregoingrules and regulations promulgated thereunder, Acquiror makes except that no representation, warranty or covenant representation is made by Seller with respect to any statements made or incorporated by reference therein based on information supplied by Buyer specifically for inclusion or required to be supplied incorporation by reference in the Company which is contained in or omitted from any of the foregoing documentsProxy Statement.