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

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by 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"), shall not at the time the Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Meeting or the Buyer 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 Joint Proxy Statement, Seller shall promptly inform Buyer.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by the Seller for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger Registration Statement will be registered under the Securities Act (the "Registration Statement")not, 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, therein not misleading. The information to be supplied by the Seller for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and the Seller in connection with the meeting of the Seller's ’s stockholders to consider this Agreement and the Merger (the "“Seller Stockholders’ Meeting"”) and in connection with (such proxy statement/prospectus as amended or supplemented is referred to herein as 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"/Prospectus”) shall will not, on at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyerstockholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors should be is discovered by the Seller which should be set forth in an amendment or supplement to the Registration Statement or a an amendment or supplement to the Joint Proxy Statement/Prospectus, the Seller shall promptly inform Buyerthe Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by Seller the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4 S-4, or any amendment or supplement thereto, pursuant to which the shares of Buyer 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, 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by Seller the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the joint 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 sent issued in the Merger, in each case as amended or supplemented from time to the stockholders of Buyer and Seller in connection with the meeting of Seller's stockholders to consider this Agreement and the Merger (time, 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/Prospectus") shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Seller or Buyerthe Company's stockholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Company Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, 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 Joint Proxy Statement 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 Seller Meeting or the Buyer Company Stockholders Meeting which has become false or misleading. If at The Proxy Statement/Prospectus will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any time prior information supplied or required to the Effective Time any event relating to Seller be supplied by Acquiror which is contained in or omitted from 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 Joint Proxy Statement, Seller shall promptly inform Buyerforegoing documents.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information to be supplied by Seller 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 Buyer Parent Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders shareholders of Buyer and Seller Company in connection with the meeting of SellerCompany's stockholders shareholders to consider this Agreement and the Merger (the "Seller Company Shareholders Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus as ---------------------------- amended or supplemented is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall --------------- not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerCompany's shareholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Company Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Shareholders 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 information should be discovered by Seller Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller Company shall promptly inform BuyerParent and Merger Sub. Notwithstanding the foregoing, Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Sub or any other third party which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller Parent 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"), Statement shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller Parent for inclusion or incorporation by reference in the joint proxy statementProxy Statement/prospectus Prospectus to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Seller's stockholders to consider this Agreement and the Merger (the "Seller Company Stockholders 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") , shall not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective TimeCompany Stockholders Meeting, contain any statement which, at such time 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 in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time Company Stockholders Meeting any event relating to Seller Parent or any of its Affiliatesrespective affiliates, officers or directors should be discovered by Seller Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller Parent shall promptly inform Buyerthe Company. The Registration Statement shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued Registration Statement (as defined in the Merger will be registered under the Securities Act (the "Registration Statement")Section 3.10, below) shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by 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 ’s stockholders to consider this Agreement and the Merger Mergers (the "“Seller Stockholders’ Meeting"”) and in connection with (such proxy statement/prospectus as amended or supplemented is referred to herein as 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"/Prospectus”) shall not, on not at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyer, and at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time’ Meeting, contain any statement which, at such time and in light of the circumstances under which it shall be made, is 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer 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 Affiliatesaffiliates, 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 Joint Proxy Statement/Prospectus, Seller shall promptly inform Buyerthe Company. The Proxy Statement/Prospectus shall comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, a person, other than Seller, the Seller Subsidiaries or any of its officers, directors and employees, which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information to be in the Registration Statement (except for information supplied by Seller for inclusion in the registration statement on Form S-4 pursuant Registration Statement, as to which shares of Buyer Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement"), makes no representation) shall not at the time the Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by 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", as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller Buyer or BuyerSeller, at the time of the Seller Stockholders' Buyer Meeting and the Buyer Stockholders' Seller Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Buyer Meeting or the Buyer Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller Buyer or any of its Affiliates, officers or directors should be discovered by Seller Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller Buyer shall promptly inform BuyerSeller.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the Company for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Parent Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement"), shall not at the time the Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, Statement not misleading. The information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer Parent and Seller the Company in connection with the meeting of Sellerthe Company's stockholders to consider this Agreement and the Merger (the "Seller Company Meeting") and in connection with the meeting of BuyerParent's stockholders (the "Buyer Parent Meeting") to consider the issuance of shares of Buyer Parent Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller the Company or BuyerParent, at the time of the Seller Company Stockholders' Meeting and the Buyer Parent Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Company Meeting or the Buyer Parent Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller the Company or any of its Affiliates, officers or directors should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller the Company shall promptly inform BuyerParent.

Registration Statement; Proxy Statement/Prospectus. The written information to be supplied by Seller Target expressly for the 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 Buyer Acquiror Common Stock to be issued in connection with the Merger will be registered under with the Securities Act SEC (the "Registration Statement"), ) shall not at the time the Registration Statement (including any amendments or supplements thereto) is filed or declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, therein not misleading. The written information to be supplied by Seller Target expressly for the purpose of inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer Target and Seller Acquiror in connection with the meeting meetings of Seller's stockholders to consider this Agreement and the Merger (the "Seller Meeting") and in connection with the meeting of BuyerTarget's stockholders (the "Buyer Target Stockholder Meeting") and Acquiror's stockholders (the "Acquiror Stockholder Meeting" and together with the Target Stockholder Meeting, individually a "Stockholder Meeting" or together the "Stockholder Meetings") to consider the issuance of shares of Buyer Common Stock pursuant to be held in connection with the Merger (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to Target's stockholders of Seller or Buyerand Acquiror's stockholders and, at the time of each of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective TimeStockholder Meetings, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the Joint Proxy Statement circumstances under which they 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 for the Seller Meeting or the Buyer 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 information should be discovered by Seller which Target that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller Target shall promptly inform BuyerAcquiror and Merger Sub. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Merger Sub that is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information to be supplied by Seller the Company for inclusion in the registration statement on Form S-4 S-4, or any amendment or supplement thereto, pursuant to which the shares of Buyer Parent Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (including any amendments or supplements, the "Registration Statement")) shall, shall not at the time such document is filed, at the time amended or supplemented 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The None of the information to be supplied by Seller the Company 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") shall not/Prospectus shall, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the Company stockholders of Seller or BuyerParent stockholders, at the time of the Seller Company Stockholders' Meeting and or the Buyer Parent Stockholders' Meeting and or at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is not false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the 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 for the Seller Company Stockholders' Meeting or the Buyer Parent Stockholders' Meeting which has become false or misleading. If at The Joint Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Exchange Act and the Regulations promulgated thereunder. The Company makes no representation or warranty with respect to any time prior to the Effective Time any event relating to Seller information supplied by Parent or any of its Affiliates, officers or directors should be discovered by Seller Merger Sub which should be set forth is contained in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller shall promptly inform Buyer/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The None of the information to be supplied by Seller Parent for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in Registration Statement shall, at the Merger will be registered under time such document is filed, at the Securities Act (the "Registration Statement")time amended or supplemented, shall not or 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The None of the information to be supplied by Seller Parent 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") shall not/Prospectus shall, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders of Seller or BuyerParent's stockholders, at the time of the Seller Company Stockholders' Meeting and or the Buyer Parent Stockholders' Meeting and or at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is not false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the 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 for the Seller Company Stockholders' Meeting or the Buyer Parent Stockholders' Meeting which has become false or misleading. If at The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act. Notwithstanding the foregoing, Parent makes no representation, warranty or covenant with respect to any time prior to information supplied by the Effective Time any event relating to Seller or any of its Affiliates, officers or directors should be discovered by Seller Company which should be set forth is contained in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller shall promptly inform Buyer/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller Medicus 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 Buyer QuadraMed Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (the "Registration Statement"), ) 22 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller Medicus for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller Medicus in connection with the meeting of Seller's Medicus' stockholders to consider this Agreement and the Merger (the "Seller Medicus Stockholders Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerMedicus' stockholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Medicus Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer Medicus Stockholders 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 information should be discovered by Seller Medicus which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller Medicus shall promptly inform BuyerQuadraMed and Merger Sub. Notwithstanding the foregoing, Medicus makes no representation, warranty or covenant with respect to any information supplied by QuadraMed or Merger Sub which is contained in any documents.

Registration Statement; Proxy Statement/Prospectus. The Subject to the accuracy of the representations of Parent in Section 3.12, the information to be supplied by Seller the Company for inclusion in the registration statement on Form S-4 Registration Statement (as defined in Section 5.02) pursuant to which shares of Buyer the Parent Common Stock to be issued in the Merger will be registered under with the Securities Act (the "Registration Statement"), SEC shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, therein not misleading. The information to be supplied by Seller the Company for inclusion in the joint proxy statementProxy Statement/prospectus Prospectus (as defined in Section 5.02) to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Seller's the stockholders of the Company to consider this Agreement and the Merger (the "Seller Company Stockholders Meeting") and and, if required to satisfy the condition in Section 6.01(c) hereof, to be sent to the stockholders of Parent in connection with the meeting of Buyer's the stockholders (the "Buyer Meeting") of Parent to consider the issuance of shares of Buyer the Parent Common Stock pursuant to in connection with the Merger (the "Joint Proxy StatementParent Stockholders Meeting") shall ), will not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Seller or Buyer, the Company at the time of the Seller Stockholders' Company Stockholders Meeting and and, if required, Parent at the Buyer Stockholders' Meeting and time of the Parent Stockholders Meeting, or at the Effective Time, contain any statement which, at such time 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 in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller the Company or any of its Affiliatesrespective affiliates, officers or directors should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller the Company shall promptly inform BuyerParent 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 or incorporated by reference in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller SmarterKids or about SmarterKids to be supplied by SmarterKids' agents 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"), Statement shall not at the time the Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller SmarterKids or about SmarterKids by SmarterKids' agents 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") /Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Seller or BuyerSmarterKids, at the time of the Seller Stockholders' Meeting and the Buyer SmarterKids Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the Joint Proxy Statement Statement/Prospectus 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 for the Seller Meeting or the Buyer SmarterKids Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller SmarterKids or any of its Affiliates, officers or directors should be discovered by Seller SmarterKids which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller SmarterKids shall promptly inform BuyerEarlychildhood.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the Company for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger Registration Statement will be registered under the Securities Act (the "Registration Statement"), shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Sellerthe Company's stockholders to consider this Agreement and the Merger (the "Seller Company Stockholders' Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall will not, on the date the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or BuyerCompany stockholders, at the time of the Seller Stockholders' Meeting and the Buyer Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the Joint Proxy Statement therein not false or misleading; misleading in light of the circumstances under which they were made, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Seller Meeting or the Buyer Company Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller the Company or any of its respective Affiliates, officers or directors should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a an amendment or supplement to the Joint Proxy Statement, Seller the Company shall promptly inform BuyerParent 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 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 the Company or required to be supplied by Seller the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4 S-4, or any amendment or supplement thereto, pursuant to which the shares of Buyer Parent Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (including any amendments or supplements, the "Registration Statement")) shall not, 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 SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Seller's the stockholders of the Company to consider this Agreement and the Merger (the "Seller Company Stockholders' Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus, as amended or supplemented, the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall will not, on the date the Joint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Seller or Buyerthe Company, at the time of the Seller Stockholders' Meeting and the Buyer Company Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the Joint Proxy Statement therein not false or misleading; misleading in light of the circumstances under which they were made, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Seller Meeting or the Buyer Company Stockholders' Meeting which has become materially false or misleading. If at any time prior to the Effective Time any event relating to Seller the Company or any of its respective Affiliates, officers or directors should be is discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a an amendment or supplement to the Joint Proxy Statement, Seller the Company shall promptly inform BuyerParent 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 requirements of the Exchange Act and the Regulations promulgated thereunder.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by the Seller for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger Registration Statement will be registered under the Securities Act (the "Registration Statement")not, 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by the Seller for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and the Seller in connection with the meeting of the Seller's ’s stockholders to consider this Agreement and the Merger (the "“Seller Stockholders’ Meeting"”) and in connection with (such proxy statement/prospectus as amended or supplemented is referred to herein as 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"/Prospectus”) shall will not, on at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyerstockholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller, the Seller Subsidiaries or any of its or their Affiliates, officers or directors should be is discovered by the Seller which should be set forth in an amendment or supplement to the Registration Statement or a an amendment or supplement to the Joint Proxy Statement/Prospectus, the Seller shall promptly inform Buyerthe Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The (a) As promptly as practicable after the date of this Agreement, the Company shall supply Parent with the information pertaining to be supplied the Company required by 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 or the Exchange Act, as the case may be, for inclusion or incorporation by reference in (1) the "Registration Statement"), shall not which information will not, at the time the Registration Statement is declared effective by filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (2) the proxy statement relating to the meeting of the Stockholders to be held in connection with the Registration Statement Merger (together with any amendments thereof or supplements thereto, the "PROXY STATEMENT/PROSPECTUS"), which information will not, at the date mailed to stockholders and at the time of the Special Meeting of the Company, 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 in the Registration Statementtherein, in light of the circumstances under which they were are made, not misleading. The No representation is made by the Company with respect to statements made in the Proxy Statement/Prospectus or the Registration Statement based on information to be supplied by Seller Parent or Merger Sub in writing for inclusion in such documents. If before the joint proxy statement/prospectus to be sent Effective Time, any event or circumstance relating to the stockholders Company or any of Buyer its Subsidiaries, 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 Proxy Statement/Prospectus, the Company shall promptly inform Parent and Seller shall assist in connection the preparation of appropriate amendments or supplements to the Proxy Statement/Prospectus. (b) As promptly as practicable after the date of this Agreement, Parent shall supply the Company with the meeting of Seller's stockholders information pertaining to consider this Agreement and Parent required by the Merger (Securities Act or the "Seller Meeting") and Exchange Act, as the case may be, for inclusion or incorporation by reference in connection with the meeting of Buyer's stockholders (Registration Statement or the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall /Prospectus, which information will not, on at the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyer, and at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective TimeSpecial Meeting, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, not misleading. No representation is false or misleading made by Parent with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the Joint Registration Statement or Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement Statement/Prospectus based on information supplied by the Company in any earlier communication with respect to the solicitation of proxies writing for the Seller Meeting or the Buyer Meeting which has become false or misleadinginclusion in such documents. If at any time prior to before the Effective Time Time, any event or circumstance relating to Seller Parent or any of its AffiliatesSubsidiaries, or their respective officers or directors directors, should be discovered by Seller which Parent that should be set forth in an amendment or a supplement to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller Parent shall promptly inform Buyerthe Company and shall make appropriate amendments or supplements to the Registration Statement or Proxy Statement/Prospectus. (c) As promptly as practicable after the date of this Agreement, the Company and Parent shall prepare and file with the SEC the Proxy Statement/Prospectus relating to the Company's Special Meeting. As promptly as practicable after comments are received from the SEC on the preliminary proxy materials and after the furnishing by the Company and Parent of all information required to be contained therein, Parent shall promptly prepare and file with the SEC the Registration Statement, in which the Proxy Statement/Prospectus shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the Stockholders pursuant to the Merger. Parent shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and shall take any action required under applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. The Company shall furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the preparation of the Registration Statement. As promptly as practicable after the Registration Statement becomes effective, the Company shall mail the Proxy Statement/Prospectus to its stockholders.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information to be supplied by Seller the 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"), Statement shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller the Company for inclusion or incorporation by reference in the joint proxy statement/prospectus (as amended or supplemented, the "Proxy Statement/ Prospectus") to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Seller's the stockholders of the Company to consider this Agreement and the Merger (the "Seller Company Stockholders 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") ), shall not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Company Stockholders Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time Company Stockholders Meeting any event relating to Seller the Company or any of its Affiliatesrespective affiliates, officers or directors should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller the Company shall promptly inform BuyerParent. The Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. 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.

Registration Statement; Proxy Statement/Prospectus. The information (a) Subject to be supplied by Seller for inclusion the accuracy of the representations of the Company in Section 2.13: (i) the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger will (or on such other form as shall be registered under the Securities Act appropriate) (as it may be amended, the "Registration Statement"), pursuant to which the Guarantor Common Shares to be delivered to the stockholders of the Company by Parent in connection with the Merger will be registered with the SEC, shall not not, at the time respective times the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, included therein not misleading. The ; and (ii) the information to be supplied by Seller Guarantor, Parent or Merger Sub 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") shall /Prospectus will not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is filed with the SEC or first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective TimeCompany Stockholders Meeting, contain any statement which, at such time 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 required to be stated therein or necessary in order to make the statements made in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Stockholders Meeting which has become false or misleading. . (b) If at any time prior to the Effective Time any event relating to Seller Parent, Merger Sub or any of its Affiliatestheir respective affiliates, officers or directors should be discovered by Seller Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller shall Parent or Merger Sub will promptly inform Buyerthe Company. (c) The Registration Statement and the Proxy Statement/Prospectus shall comply in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act and the rules and regulations thereunder. (d) Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information supplied or to be supplied by Seller HFP for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger Registration Statement does not and will be registered under the Securities Act (the "Registration Statement")not contain, shall not at the time the information is supplied and when the Registration Statement is declared effective by the SEC contain or at the time any amendment thereto becomes effective, any untrue statement of a material fact nor does or will it omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, Statement not misleading. The information to be supplied by Seller HFP for inclusion in the joint proxy statement/prospectus Proxy Statement to be sent to the stockholders shareholders of Buyer and Seller HFP in connection with the special meeting of SellerHFP's stockholders shareholders to consider this Agreement and the Merger (the "Seller Stockholders Meeting") does not 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") shall will not, on at the date time the Joint Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of Seller or Buyershareholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 in the Joint 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 for the Seller Meeting or the Buyer 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, ▇▇▇▇▇▇, of any of its affiliates or advisors. If at any time prior to the Effective Time any event relating to Seller HFP or any of its Affiliates, officers or directors should be discovered by Seller affiliates which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy StatementStatement should be discovered by HFP, Seller HFP shall promptly inform Buyer▇▇▇▇▇▇. The Proxy Statement will comply as to form in all material respects with the provisions of the Securities Exchange Act of 1934.

Registration Statement; Proxy Statement/Prospectus. The information Subject to be supplied by Seller for inclusion the accuracy of the representations of the Company made in Section 2.19, the registration statement on Form S-4 (or such other or successor form as shall be appropriate), (including any amendments or supplements thereto, the "Registration Statement"), pursuant to which the shares of Buyer Parent Common Stock to be issued in the Merger will be registered under with the Securities Act (the "Registration Statement")SEC shall not, shall not at the time the Registration Statement is declared 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 SEC 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were are made, not misleading. The information to be supplied by 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Company Stockholders' Meeting or the Buyer Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event information relating to Seller Parent, Merger Sub or any of its Affiliatestheir respective affiliates, officers or directors should shall be discovered by Seller Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller shall Parent or Merger Sub will promptly inform Buyerthe Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The written information to be supplied by Seller Target expressly for the 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 Buyer Acquiror Common Stock to be issued in connection with the Merger will be registered under with the Securities Act SEC (the "Registration Statement"), ) shall not at the time the Registration Statement (including any amendments or supplements thereto) is filed or declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, therein not misleading. The written information to be supplied by Seller Target expressly for the purpose of inclusion in the joint proxy statement/prospectus to be sent to the stockholders shareholders of Buyer and Seller Target in connection with the meeting of SellerTarget's stockholders to consider this Agreement and the Merger shareholders (the "Seller Shareholder Meeting") and to be held in connection with the meeting of Buyer's stockholders Merger (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerTarget's shareholders and, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective TimeShareholder Meeting, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the Joint Proxy Statement circumstances under which they 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 for the Seller Meeting or the Buyer 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 information should be discovered by Seller which Target that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller Target shall promptly inform BuyerAcquiror and Merger Sub. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Merger Sub that is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied in writing by Seller the Company for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Parent Common Stock issued in the Merger will be registered under the Securities Act (the "“Registration Statement"), ”) shall not at the time the Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied in writing by Seller the Company for inclusion in the joint proxy statement/prospectus (the “Proxy Statement”) to be sent to the Company’s 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") Company Stockholders’ Meeting shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyerthe Company’s stockholders, at the time of the Seller Company Stockholders' Meeting and the Buyer Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Meeting or the Buyer Company Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller the Company or any of its Affiliates, officers or directors should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller the Company shall promptly so inform BuyerParent.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller Parametric for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued Registration Statement (as defined in the Merger will be registered under the Securities Act (the "Registration Statement"Section 2.4(b), ) shall not at the time the Registration Statement is declared effective by filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller Parametric for inclusion in the joint proxy statement/prospectus Proxy Statement to be sent to the stockholders of Buyer and Seller Computervision 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") Computervision Stockholders' Meeting shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerComputervision's stockholders, and at the time of the Seller Computervision Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are 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 in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Computervision Stockholders' Meeting which has become false or misleading. The Registration Statement will comply as to form in all material respects with applicable provisions of the Securities Act and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to Seller Parametric or any of its Affiliatesaffiliates, officers or directors should be discovered by Seller which Parametric that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller Parametric shall promptly inform BuyerComputervision. Notwithstanding the foregoing, Parametric makes no representation or warranty with respect to any information supplied by Computervision that is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information to be supplied by Seller the Company for inclusion in the registration statement on Form S-4 S-4, or any amendment or supplement thereto, pursuant to which the shares of Buyer Parent Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (including any amendments or supplements, the "Registration Statement")) shall, shall not at the time such document is filed, at the time amended or supplemented 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The None of the information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders Stockholders of Buyer and Seller the Company in connection with the meeting of Seller's stockholders the Stockholders of the Company to consider this Agreement and the Merger and vote on a proposal to adopt the Merger Agreement (the "Seller Company Stockholders' Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall notshall, on the date the Joint Proxy Statement is first mailed to stockholders the Stockholders of Seller or Buyerthe Company, at the time of the Seller Stockholders' Meeting and the Buyer Company Stockholders' Meeting and at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is not false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made in the 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 for the Seller Meeting or the Buyer Company Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller the Company or any of its respective Affiliates, officers or directors should be discovered by Seller the Company which should be set forth in an amendment or supplement to the Registration Statement or a an amendment or supplement to the Joint Proxy Statement, Seller the Company shall promptly inform BuyerParent and Merger Sub. 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. 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 the Registration Statement or Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. The written information to be supplied by Seller Target expressly for the 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 Buyer Acquiror Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, therein not misleading. The written information to be supplied by Seller Target expressly for the purpose of inclusion in the joint proxy statement/prospectus to be sent to the stockholders shareholders of Buyer and Seller Target in connection with the meeting meetings of SellerTarget's stockholders to consider this Agreement and the Merger shareholders (the "Seller Target Shareholders Meeting") and to be held in connection with the meeting of Buyer's stockholders Merger (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerTarget's shareholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Target Shareholders Meeting and at the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the Joint Proxy Statement circumstances under which they 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 for the Seller Meeting or the Buyer 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 information should be discovered by Seller which Target that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller Target shall promptly inform BuyerAcquiror and Merger Sub. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Merger Sub that is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information to be supplied by Seller TeleCorp in writing for inclusion in the registration statement on Form S-4 S-4, or any amendment or supplement thereto, pursuant to which the shares of Buyer AWS Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (including any amendments or supplements thereto, the "Registration Statement")) shall, shall not at the time such document is filed, at the time amended or supplemented, at the time the Registration Statement is declared effective by the SEC 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The None of the information to be supplied by Seller TeleCorp for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller TeleCorp in connection with the meeting of Seller's stockholders TeleCorp Stockholders Meeting (such proxy statement/prospectus, as amended or supplemented, is referred to consider this Agreement and the Merger (herein as 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") shall notwill, on the date the Joint Proxy Statement is first mailed to the stockholders of Seller or Buyer, TeleCorp and at the time of the Seller TeleCorp Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the Joint Proxy Statement circumstances under which they 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller TeleCorp or any of its Affiliates, officers or directors should be discovered by Seller TeleCorp which should be or should have been set forth in an amendment or supplement to the Registration Statement or a an amendment or supplement to the Joint Proxy Statement, Seller TeleCorp shall promptly inform BuyerAWS of such event. The Proxy Statement shall comply in all material respects as to form and substance with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, TeleCorp makes no representation or warranty with respect to any information supplied by AWS which is contained in the Registration Statement or Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by Seller the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4 pursuant S-4, or any amendment or supplement thereto, relating to which the registration under the Securities Act of the shares of Buyer 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, shall not 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by Seller the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the joint proxy statement relating to the Company Stockholders Meeting (as hereinafter defined) (such proxy statement/prospectus , as amended or supplemented from time 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 (time, 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyerthe Holders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Company Stockholders Meeting and at the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the Joint Proxy Statement 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 Seller Company Stockholders Meeting or the Buyer Meeting which that has become false or misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by 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 Seller the Company or any of its AffiliatesCompany Subsidiary, or their respective officers or directors directors, should be discovered by Seller which the Company that should be set forth in an amendment or a supplement to the Registration Statement or a supplement to the Joint Proxy Statement, Seller as the case may be, the Company shall promptly inform BuyerAcquiror. 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 to be supplied by 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"), shall not at the time the Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller for inclusion in the joint proxy statement/prospectus (the "Proxy Statement") 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerSeller, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Meeting or the Buyer 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 Joint Proxy Statement, Seller shall promptly inform Buyer.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by the Seller for inclusion or incorporation by reference in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger Registration Statement will be registered under the Securities Act (the "Registration Statement"), shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by the Seller for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and the Seller in connection with the meeting of the Seller's ’s stockholders to consider this Agreement and the Merger (the "“Seller Stockholders’ Meeting"”) and in connection with (such proxy statement/prospectus as amended or supplemented is referred to herein as 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"/Prospectus”) shall not, on will not at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyerstockholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' ’ Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer 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 Affiliatesaffiliates, 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 Joint Proxy Statement/Prospectus, Seller shall promptly inform Buyerthe Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act (to the extent applicable) and the rules and regulations thereunder.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information to be supplied by Seller Parent 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"), Statement shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller Parent for inclusion or incorporation by reference in the joint proxy statementProxy Statement/prospectus Prospectus to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Seller's stockholders to consider this Agreement and the Merger (the "Seller Company Stockholders 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") , shall not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective TimeCompany Stockholders Meeting, contain any statement which, at such time 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 in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time Company Stockholders Meeting any event relating to Seller Parent or any of its Affiliatesrespective affiliates, officers or directors should be discovered by Seller Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller Parent shall promptly inform Buyerthe Company. The Registration Statement shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by the Seller for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued Registration Statement (as defined in the Merger will be registered under the Securities Act (the "Registration Statement"), SECTION 3.11) shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, therein not misleading. The information to be supplied by the Seller for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and the Seller in connection with the meeting of the Seller's stockholders to consider this Agreement and the Merger (the "Seller Stockholders' Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement/Prospectus") shall not, on not at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyerstockholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller or any of its Affiliatesaffiliates, officers or directors should be discovered by the Seller which that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Seller shall promptly inform Buyerthe Company. Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by Seller the Company for inclusion (or incorporation by reference, as the case may be) in the registration statement on Form S-4 (or such successor form as shall then be appropriate) pursuant to which the shares of Buyer Parent Common Stock and Warrants to be issued in the Merger (together with the shares of Parent Common Stock to be issued upon any subsequent exercise of the Warrants) will be registered by Parent under the Securities Act (including any amendments or supplements thereto, the "“Registration Statement")”) shall not, shall not at the time such document is filed with the SEC, at the time it is amended or supplemented, at the time the Registration Statement is declared effective by the SEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementcontained therein, in light of the circumstances under which they were made, not misleading. . (b) The information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer the Company and Seller Parent in connection with (i) the special meeting of Seller's stockholders of the Company to consider and vote on a proposal to adopt this Agreement and the Merger (the "Seller “Company Stockholder Meeting"”) and in connection with (ii) the special meeting of Buyer's stockholders (the "Buyer Meeting") of Parent to consider and vote on the issuance of shares of Buyer Parent Common Stock pursuant to in connection with the Merger (the "Joint “Parent Stockholder Meeting”) (such joint proxy statement/prospectus, as the same may be amended or supplemented, the “Proxy Statement") ”), shall not, not on the date the Joint Proxy Statement is first mailed to the stockholders of Seller or Buyerthe Company and Parent, at the time of the Seller Stockholders' Company Stockholder Meeting and the Buyer Stockholders' or Parent Stockholder Meeting and at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, at such time and in light of the circumstances under which it shall be they were made, is false or misleading with respect to any material factnot misleading, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement 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 constituting a solicitation of proxies by the Company and Parent for the Seller Company Stockholder Meeting or the Buyer Parent Stockholder Meeting which has in the interim become false or misleading. If at misleading in 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 Joint Proxy Statement, Seller shall promptly inform Buyermaterial respect.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller 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 Buyer Acquiror Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller Target for inclusion in the joint proxy statement/prospectus to be sent to the stockholders shareholders of Buyer and Seller Target in connection with the meeting of SellerTarget's stockholders shareholders to consider this Agreement and the Merger (the "Seller Target Shareholders Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerTarget's shareholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Target Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer Target Shareholders 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 information should be discovered by Seller Target which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller Target shall promptly inform BuyerAcquiror and Merger Sub. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by or respecting Acquiror or Merger Sub (other than information with respect to Target) which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information to be in the Registration Statement (except for information supplied by Seller ChannelHealth and IDX for inclusion in the registration statement on Form S-4 pursuant Registration Statement, as to which shares Allscripts makes no representation and which shall not constitute part of Buyer Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement"), a Allscripts SEC Filing for purposes of this Agreement) shall not at the time the Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by Seller ChannelHealth and IDX 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", as to which Allscripts makes no representation) in the Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerAllscripts, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Allscripts Special Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Meeting or the Buyer Allscripts Special Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller Allscripts or any of its Affiliates, officers or directors should be discovered by Seller Allscripts which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller Allscripts shall promptly inform BuyerChannelHealth and IDX.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller IDX and ChannelHealth for inclusion in the registration statement on Form S-4 (the "Registration Statement") pursuant to which all of the shares of Buyer Parent Common Stock issued in the ChannelHealth Merger will be registered under the Securities Act of 1933, as amended (the "Registration StatementSecurities Act"), shall not at the time the Registration Statement is declared effective by the SEC Securities and Exchange Commission (the "Commission") contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller IDX and ChannelHealth for inclusion in the joint proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of Buyer and Seller Allscripts in connection with the meeting of Seller's stockholders to consider this Agreement and the Merger Allscripts Special Meeting (the "Seller Meeting") and as defined 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"Section 8.14 below) shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerAllscripts, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Allscripts Special Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Meeting or the Buyer Allscripts Special Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller ChannelHealth or any of its Affiliates, officers or directors should be discovered by Seller ChannelHealth which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller ChannelHealth shall promptly inform BuyerAllscripts.

Registration Statement; Proxy Statement/Prospectus. The (a) Subject to the accuracy of the representations of Parent and Merger Sub in Section 3.10: (i) the information to be supplied by Seller the 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"), Statement shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, therein not misleading. The ; and (ii) the information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Seller's stockholders Company Stockholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to consider this Agreement and the Merger (herein as the "Seller MeetingProxy Statement/Prospectus") 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") shall will not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is filed with the SEC or first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective TimeCompany Stockholders Meeting, contain any statement which, at such time 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 required to be stated therein or necessary in order to make the statements made in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Stockholders Meeting which has become false or misleading. . (b) If at any time prior to the Effective Time any event relating to Seller the Company or any of its Affiliatesrespective affiliates, officers or directors should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller the Company shall promptly inform BuyerParent and Merger Sub. (c) The Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Guarantor, Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the Company specifically for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued Registration Statement (as defined in the Merger will be registered under the Securities Act (the "Registration Statement"), Section 3.19) shall not at the time the Registration Statement is declared effective by filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, therein not misleading. The information to be supplied by Seller the Company specifically for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer the Company and Seller stockholders of Parent in connection with the meeting of Sellerthe Company's stockholders to consider this Agreement and the Merger (the "Seller Company Stockholders' Meeting") and in connection with the meeting of BuyerParent's stockholders (the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint 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 Joint Proxy Statement is first mailed to the Company's stockholders of Seller or Buyerand Parent's stockholders, at the time of the Seller Company Stockholders' Meeting, at the time of the Parent Stockholders' Meeting and the Buyer Stockholders' Meeting and or at the Effective TimeTime (in each case as supplemented or amended through such time), contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are 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 in the 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 for the Seller Company Stockholders' Meeting or the Buyer Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event information relating to Seller the Company or any of its Affiliatesaffiliates, officers or directors should shall be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller the Company shall promptly inform BuyerParent. 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.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the 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 Buyer Parent Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (the "Registration StatementREGISTRATION 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller Company in connection with the meeting of SellerCompany's stockholders to consider this Agreement and the Merger (the "Seller MeetingCOMPANY STOCKHOLDERS MEETING") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy StatementPROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Seller or BuyerCompany's stockholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Company Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Stockholders 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 information should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller the Company shall promptly inform BuyerParent. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller 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 Buyer Parent Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller Company in connection with the meeting of SellerCompany's stockholders to consider this Agreement and the Merger (the "Seller Company Stockholders Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerCompany's stockholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Company Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Stockholders 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 information should be discovered by Seller Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller Company shall promptly inform BuyerParent and Merger Sub. Notwithstanding the foregoing, Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Sub or any other third party which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. (a) The information to be supplied by Seller the Company for inclusion (or incorporation by reference, as the case may be) in the registration statement on Form S-4 (or such successor form as shall then be appropriate) pursuant to which the shares of Buyer Parent Common Stock to be issued in the Merger will be registered by Parent under the Securities Act (including any amendments or supplements thereto, the "“Registration Statement")”) shall not, shall not at the time such document is filed with the SEC, at the time it is amended or supplemented, at the time the Registration Statement is declared effective by the SEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementcontained therein, in light of the circumstances under which they were made, not misleading. . (b) The information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer the Company and Seller Parent in connection with (i) the special meeting of Seller's stockholders of the Company to consider and vote on a proposal to adopt this Agreement and the Merger (the "Seller “Company Stockholder Meeting"”) and in connection with (ii) the special meeting of Buyer's stockholders (the "Buyer Meeting") of Parent to consider and vote on the issuance of shares of Buyer Parent Common Stock pursuant to in connection with the Merger (the "Joint “Parent Stockholder Meeting”) (such joint proxy statement/prospectus, as the same may be amended or supplemented, the “Proxy Statement") ”), shall not, not on the date the Joint Proxy Statement is first mailed to the stockholders of Seller or Buyerthe Company and Parent, at the time of the Seller Stockholders' Company Stockholder Meeting and the Buyer Stockholders' or Parent Stockholder Meeting and at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, at such time and in light of the circumstances under which it shall be they were made, is false or misleading with respect to any material factnot misleading, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement 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 constituting a solicitation of proxies by the Company and Parent for the Seller Company Stockholder Meeting or the Buyer Parent Stockholder Meeting which has in the interim become false or misleading. If at misleading in 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 Joint Proxy Statement, Seller shall promptly inform Buyermaterial respect.

Registration Statement; Proxy Statement/Prospectus. The Other than with respect to the information to be supplied by Seller for inclusion in the Company, the registration statement on Form S-4 (or such other or successor form as shall be appropriate) (including any amendments or supplements thereto, the "Registration Statement"), pursuant to which the shares of Buyer Parent Common Stock to be issued in the Merger will be registered under with the Securities Act (the "Registration Statement")SEC shall not, shall not at the time the Registration Statement is declared effective by filed with the SEC and at the time it becomes effective under the Securities 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 information supplied by Parent 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 at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were are made, not misleading. The information to be supplied by 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication . The Proxy Statement will comply (with respect to information relating to Parent or Merger Sub) as to form in all material respects with the solicitation provisions of proxies for the Seller Meeting or Exchange Act and the Buyer Meeting which has become false or misleadingrules and regulations thereunder. If at any time prior to the Effective Time any event relating to Seller Parent, Merger Sub or any of its Affiliatestheir respective affiliates, officers or directors should be discovered by Seller Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller shall Parent or Merger Sub will promptly inform Buyerthe Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information to be supplied by Seller the Company (as such information may be amended or supplemented in accordance with the procedures set forth in Section 5.4 prior to the effectiveness of the Form S-4, or prior to the date the Proxy Statement/ Prospectus is mailed to the stockholders of the Company, or prior to the Effective Time, as the case may be) specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 pursuant to which shares be filed with the SEC by Parent in connection with the issuance of Buyer the Parent Common Stock issued in or as a result of the Merger will be registered under (as supplemented or amended prior to the Securities Act (Effective Time, the "Registration Statement")“Form S-4”) will, shall not at the time the Registration Statement Form S-4 is declared effective by initially filed with the SEC and at the time the Form S-4 initially becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementmade therein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller for inclusion in ; and (b) the joint proxy statement/prospectus to be sent Proxy Statement/ Prospectus will, at the date the Proxy Statement/ Prospectus is mailed to the stockholders of Buyer the Company and Seller in connection with the meeting as 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any 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 Joint Proxy Statement circumstances under which they were made, not false misleading, provided, however, that the Company makes no representation or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication warranty with respect to any information provided by or required to be provided by Parent, Sub or their auditors, legal counsel or financial advisors specifically for use in the solicitation of proxies for the Seller Meeting Form S-4 or the Buyer Meeting which has become false Proxy Statement/ Prospectus. The Proxy Statement/ Prospectus (as supplemented or misleading. If at any time amended prior to the Effective Time any event Time) relating to Seller or any this Agreement and the Transactions will comply as to form with the provisions of its Affiliates, officers or directors should be discovered the Exchange Act and the rules and regulations promulgated by Seller which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller shall promptly inform BuyerSEC thereunder.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the Parent for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued Registration Statement (as defined in the Merger will be registered under the Securities Act (the "Registration Statement"), Section 2.18) shall not at the time the Registration Statement is declared effective by filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller the Parent for inclusion in the joint proxy statement/prospectus Proxy Statement to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of SellerCompany Stockholders' Meeting, and the information made available to the Company'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 their election as to the form of Merger (the "Joint Proxy Statement") Consideration, shall not, on the date the Joint Proxy Statement is first mailed to the Company's stockholders of Seller or Buyer, and at the time of the Seller Company Stockholders' Meeting and Meeting, as the Buyer Stockholders' Meeting 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 whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are 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 in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer 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 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 Time, any event relating to Seller the Parent or any of its Affiliatesaffiliates, officers or directors should be discovered by Seller which the Parent that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy StatementStatement 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, Seller the Parent shall promptly inform Buyerthe Company. Notwithstanding the foregoing, the Parent makes no representation or warranty with respect to any information supplied by the Company that is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the Company for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Surviving Company Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement"), shall not at the time the Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, Statement not misleading. The information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement") to be sent to the stockholders of Buyer and Seller the Companies in connection with the meeting meetings of Seller's the Companies' 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 StatementCompany Meetings") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyerthe Companies, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and Company Meetings, or at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Meeting or the Buyer Meeting Company Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller the Company or any of its Affiliates, officers or directors should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller the Company shall promptly inform Buyerthe other Companies.

Registration Statement; Proxy Statement/Prospectus. The Each of Company and Parent agrees that none of the information to be supplied by Seller it for inclusion or incorporation by reference in the registration statement on Form S-4 Registration Statement, any filing pursuant to which shares of Buyer Common Stock issued in the Merger will be registered Rule 165 or Rule 425 under the Securities Act (or Rule 14a-12 under the "Registration Statement")Exchange Act, shall not contain, at the time the such Registration Statement or filing is filed with and at the time it is declared effective by the SEC contain SEC, any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The Each of Company and Parent agrees that none of the information to be supplied by Seller it for inclusion or incorporation by reference 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") /Prospectus shall notcontain, on (i) the date the Joint Proxy Statement it is first mailed to stockholders of Seller or Buyer, the Company Shareholders and Parent Shareholders and (ii) at the time of or times when the Seller Stockholders' Company Shareholder Meeting and the Buyer Stockholders' Parent Shareholder Meeting and at the Effective Timeare held, contain any statement which, at such time and in light of the circumstances under which it shall be 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 in the Joint Proxy Statement 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 for the Seller Company Shareholder Meeting or and the Buyer Meeting Parent Shareholder Meeting, as the case may be, which has become false or misleading. If at any time prior to the Effective Time Company Shareholder Meeting or Parent Shareholder Meeting, any event relating to Seller the Company or any of its AffiliatesSubsidiaries or Parent or any of its Subsidiaries, or their respective affiliates, officers or directors directors, should be discovered by Seller 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 a supplement Proxy Statement/Prospectus, the Company or Parent will promptly inform the other party. As to the Joint Company and Parent, the Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act, Seller shall promptly inform Buyerthe Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, neither the Company nor Parent makes any representation or warranty with respect to any information supplied by the other party which is contained in or incorporated by reference in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the -------------------------------------------------- information to be supplied by Seller TeleCorp in writing for inclusion in the registration statement on Form S-4 S-4, or any amendment or supplement thereto, pursuant to which the shares of Buyer Common the Holding Company Capital Stock to be issued in the Merger Mergers will be registered under with the Securities Act SEC (including any amendments or supplements, the "Registration Statement")) shall, shall not at the time such document ---------------------- is filed, at the time amended or supplemented, at the time the Registration Statement is declared effective by the SEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The None of the information to be supplied by Seller TeleCorp for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer TeleCorp and Seller Tritel in connection with the meeting respective special meetings of Seller's the stockholders to consider this Agreement and the Merger of TeleCorp (the "Seller TeleCorp Stockholders' Meeting"), and Tritel (the "Tritel ------------------------------ ------ Stockholders' Meeting") and in connection with the meeting of Buyer's stockholders Mergers (the "Buyer Meeting") such proxy --------------------- statement/prospectus, as amended or supplemented, is referred to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (herein as the "Joint Proxy Statement") shall notwill, on the date the Joint Proxy Statement is first --------------------- mailed to the stockholders of Seller or BuyerTeleCorp and Tritel, at the time of the Seller TeleCorp Stockholders' Meeting and the Buyer Tritel Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the Joint Proxy Statement circumstances under which they 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller TeleCorp or any of its AffiliatesAffiliates (as defined in Section 10.4), officers or directors should be ------------ discovered by Seller TeleCorp which should be set forth in an amendment or supplement to the Registration Statement or a an amendment or supplement to the Joint Proxy Statement, Seller TeleCorp shall promptly inform Buyer.the Holding Company, AT&T and Tritel. The Joint Proxy Statement (other then information relating solely to Tritel) shall comply in all material respects as to form and substance with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, TeleCorp makes no representation or warranty with respect to any information supplied by Tritel or AT&T which is contained in the Registration Statement or Joint Proxy Statement. 50

Registration Statement; Proxy Statement/Prospectus. The None of the -------------------------------------------------- information to be supplied by Seller AT&T in writing specifically for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in Registration Statement shall, at the Merger will be registered under time such document is filed, at the Securities Act (the "Registration Statement")time amended or supplemented, shall not at the time the Registration Statement is declared effective by the SEC and at the time of the Tritel Stockholders Meeting and the TeleCorp Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The None of the information to be supplied by Seller AT&T in writing specifically for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller Joint Proxy Statement in connection with the meeting of Seller's stockholders to consider this Agreement TeleCorp Stockholders' Meeting 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") shall notTritel Stockholders' Meeting will, on the date the Joint Proxy Statement is first mailed to the stockholders of Seller or BuyerTritel and TeleCorp, and at the time of the Seller Tritel Stockholders' Meeting and the Buyer TeleCorp Stockholders' Meeting and at the Effective TimeMeeting, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the Joint Proxy Statement circumstances under which they 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller AT&T or any of its respective Affiliates, officers or directors should be discovered by Seller AT&T which should be set forth in an amendment or supplement to the Registration Statement or a an amendment or supplement to the Joint Proxy Statement, Seller AT&T shall promptly inform Buyerthe Holding Company, TeleCorp and Tritel.

Registration Statement; Proxy Statement/Prospectus. The information supplied or to be supplied by Seller the 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"), Statement shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Seller the Company for inclusion or incorporation by reference in the joint proxy statement/prospectus (as amended or supplemented, the “Proxy Statement/ Prospectus”) to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Seller's the stockholders of the Company to consider this Agreement and the Merger (the "Seller “Company Stockholders Meeting") and ”), or to be included or supplied by or on behalf of the Company for inclusion in connection with the meeting of Buyer's stockholders (the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock any filing pursuant to Rule 165 and Rule 425 under the Merger Securities Act or Rule 14a-12 under the Exchange Act (the "Joint Proxy Statement"each, a “Regulation M-A Filing”) shall not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Company Stockholders Meeting and the Buyer Stockholders' Meeting and or at the Effective Timetime any Regulation M-A Filing is filed with the SEC, contain any statement which, at such time 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 in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time Company Stockholders Meeting any event relating to Seller the Company or any of its Affiliatesrespective affiliates, officers or directors should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller the Company shall promptly inform BuyerParent. The Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. 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.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the 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 Buyer Parent Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Seller's the Company’s stockholders to consider this Agreement and the Merger (the "Seller “Company Stockholders Meeting"”) and in connection with (such proxy statement/prospectus as amended or supplemented is referred to herein as 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"/Prospectus”) shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Seller or Buyerthe Company’s stockholders, at the time of the Seller Stockholders' Company Stockholders Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Stockholders 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 information should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller the Company shall promptly inform BuyerParent. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the Company for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued Registration Statement (as defined in the Merger will be registered under the Securities Act (the "Registration Statement"), Section 3.9) shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement/Prospectus") to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Seller's the stockholders of the Company to consider this Agreement and the Merger (the "Seller Stockholders 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") shall ), will not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyerstockholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and Stockholders Meetings, or at the Effective Time, contain any statement which, at such time 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 Joint Proxy Statement circumstances in which they 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 for the Seller Meeting or the Buyer Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller the Company or any of its Affiliatesrespective affiliates, officers or directors should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller the Company shall promptly inform Buyer.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. Section 2.14

Registration Statement; Proxy Statement/Prospectus. The information supplied or to be supplied by Seller the 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"), Statement shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Seller the Company for inclusion or incorporation by reference in the joint proxy statement/prospectus (as amended or supplemented, the "Proxy Statement/Prospectus") to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Seller's the stockholders of the Company to consider this Agreement and the Merger (the "Seller Company Stockholders Meeting") and ), or to be included or supplied by or on behalf of the Company for inclusion in connection with the meeting of Buyer's stockholders (the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock any filing pursuant to Rule 165 and Rule 425 under the Merger Securities Act or Rule 14a-12 under the Exchange Act (the each, a "Joint Proxy StatementRegulation M-A Filing") shall not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Company Stockholders Meeting and or at the Buyer Stockholders' Meeting and at time any Regulation M-A Filing is filed with the SEC or as of the Effective Time, contain any statement which, at such time 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 in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time Company Stockholders Meeting any event relating to Seller the Company or any of its Affiliatesrespective affiliates, officers or directors should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller the Company shall promptly inform BuyerParent. The Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. 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.

Registration Statement; Proxy Statement/Prospectus. The None of the information to be supplied by Seller AWS in writing for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in Registration Statement shall, at the Merger will be registered under time such document is filed, at the Securities Act (the "Registration Statement")time amended or supplemented, shall not at the time the Registration Statement is declared effective by the SEC and at date of the TeleCorp Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The None of the information to be supplied by Seller AWS for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller Proxy Statement 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") shall notTeleCorp Stockholders' Meeting will, on the date the Joint Proxy Statement is first mailed to the stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting TeleCorp and at the Effective Timedate of the TeleCorp Stockholders Meeting, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the Joint Proxy Statement circumstances under which they 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller AWS or any of its Affiliates, officers or directors should be discovered by Seller AWS which should be set forth in an amendment or supplement to the Registration Statement or a an amendment or supplement to the Joint Proxy Statement, Seller AWS shall promptly inform BuyerTeleCorp. Notwithstanding the foregoing, AWS makes no representation or warranty with respect to any information supplied by TeleCorp which is contained in the Registration Statement or Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller Parent 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"), Statement shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller Parent for inclusion or incorporation by reference in the joint proxy statementProxy Statement/prospectus Prospectus to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting Company Stockholders Meeting, or to be included or supplied by or on behalf of Seller's stockholders to consider this Agreement and the Merger (the "Seller Meeting") and Parent for inclusion 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") any Regulation M-A Filing, shall not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Company Stockholders Meeting and or at any time any Regulation M-A Filing is filed with the Buyer Stockholders' Meeting and SEC or at the Effective Time, contain any statement which, at such time 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 in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time Company Stockholders Meeting any event relating to Seller Parent or any of its Affiliatesrespective affiliates, officers or directors should be discovered by Seller Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller Parent shall promptly inform Buyerthe Company. The Registration Statement shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller Company for inclusion or incorporation by reference in the registration statement Registration Statement on Form S-4 pursuant to which shares of Buyer registering the Parent Common Stock to be issued in connection with the Merger will be registered under the Securities Act (the "“Registration Statement")”) as it relates to Company, shall not at the time the Registration Statement is declared effective by the SEC SEC, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements therein not misleading. The information supplied by Company for inclusion in the Registration proxy statement/prospectus to be sent to the stockholders of Company (such proxy statement/prospectus, as amended and supplemented, is referred to herein as the “Company Proxy Statement/Prospectus”) and for inclusion in the proxy statement to be sent to the stockholders of Parent (the “Parent Proxy Statement”), at the date the Company Proxy Statement/Prospectus is first mailed to stockholders of Company and at the date the Parent Proxy Statement is first mailed to stockholders of Parent, at the time of the Company Special Meeting and Parent Special Meeting and at the Effective Time will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information to be supplied by 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to Seller Company or any of its Affiliatesthe Company Subsidiaries shall occur which is required to be described in the Company Proxy Statement/Prospectus, officers or directors should such event shall be discovered by Seller which should be set forth in so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the Registration Statement or a supplement to the Joint Proxy Statement, Seller shall promptly inform Buyerstockholders of Company.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the Company for inclusion or incorporation by reference in the registration statement on Form S-4 of the Company (the “Registration Statement”) pursuant to which the shares of Buyer Company Common Stock to be issued in the Merger will be registered under with the Securities Act (the "Registration Statement")SEC will not, 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 in the Registration Statement therein or necessary in order to make the statements therein not misleading. The information supplied by the Company for inclusion or incorporation by reference in the Registration Proxy Statement/Prospectus will not, at the date the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders, at the time of the Seller Stockholders’ Meeting and at the Effective Time, be false or misleading with respect to any material fact 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 were are made, not misleading. The information to be supplied by 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller the Company, any Company Subsidiary or any of its or their Affiliates, officers or directors should be is discovered by Seller the Company which should be set forth in an amendment or supplement to the Registration Statement or a an amendment or supplement to the Joint Proxy Statement/Prospectus, Seller shall the Company will promptly inform Buyerthe Seller. The Registration Statement and the Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act (to the extent applicable). Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information about, or supplied or omitted by, the Seller which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller 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 Buyer Acquiror Common Stock that may be issued in the Merger will be registered under with the Securities Act SEC on Form S-4 (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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller Target for inclusion in the joint proxy statement/prospectus to be sent to the stockholders shareholders of Buyer and Seller Target in connection with the meeting of SellerTarget's stockholders shareholders to consider this Agreement and the Merger (the "Seller Target Shareholders Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerTarget's shareholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Target Shareholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer Target Shareholders 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 information should be discovered by Seller Target which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller Target shall promptly inform BuyerAcquiror and Merger Sub. Notwithstanding the foregoing, Target makes no representation, warranty or covenant with respect to any information supplied by Acquiror or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of -------------------------------------------------- the information to be supplied by Seller Tritel in writing for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in Registration Statement shall, at the Merger will be registered under time such document is filed, at the Securities Act (the "Registration Statement")time amended or supplemented, shall not at the time the Registration Statement is declared effective by the SEC and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The None of the information to be supplied by Seller Tritel for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller Joint Proxy Statement in connection with the meeting of Seller's stockholders to consider this Agreement TeleCorp Stockholders' Meeting 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") shall notTritel Stockholders' Meeting will, on the date the Joint Proxy Statement is first mailed to the stockholders of Seller or BuyerTritel and TeleCorp, at the time of the Seller Tritel Stockholders' Meeting and the Buyer TeleCorp Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, fact or omit to state any material fact necessary in order to make the statements made therein, in light of the Joint Proxy Statement circumstances under which they 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller Tritel or any of its Affiliates, officers or directors should be discovered by Seller Tritel which should be set forth in an amendment or supplement to the Registration Statement or a an amendment or supplement to the Joint Proxy Statement, Seller Tritel shall promptly inform Buyerthe Holding Company, AT&T and TeleCorp. The Joint Proxy Statement shall comply in all material respects as to form and substance with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Tritel makes no representation or warranty with respect to any information supplied by TeleCorp or AT&T which is contained in the Registration Statement or Joint Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the 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 Buyer Parent Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Sellerthe Company's stockholders to consider this Agreement and the Merger (the "Seller Company Stockholders Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyerthe Company's stockholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Company Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Stockholders 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 information should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller the Company shall promptly inform BuyerParent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Sub or any other third party which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information to be in the Registration Statement (except for information supplied by Seller for inclusion in the registration statement on Form S-4 pursuant Registration Statement, as to which shares of Buyer Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement"), makes no representation) shall not at the time the Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information (except for information to be supplied by 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", as to which Buyer makes no representation) in the Joint Proxy Statement shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller Buyer or BuyerSeller, at the time of the Seller Stockholders' Buyer Meeting and the Buyer Stockholders' Seller Meeting and or at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Buyer Meeting or the Buyer Seller Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller Buyer or any of its Affiliates, officers or directors should be discovered by Seller Buyer which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller Buyer shall promptly inform BuyerSeller.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by 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"), shall not at the time the Registration Statement is filed with the SEC and at the time the Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerSeller, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Meeting or the Buyer 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 Joint Proxy Statement, Seller shall promptly inform Buyer. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Seller with respect to statements made or incorporated by reference therein based on information supplied by Buyer or Sub specifically for inclusion or incorporation by reference in the Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by the Seller for inclusion or incorporation by reference in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger Registration Statement (defined herein) will be registered under the Securities Act (the "Registration Statement"), shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by the Seller for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders shareholders of Buyer and the Seller in connection with the meeting of the Seller's stockholders ’s shareholders to consider this Agreement and the Merger (the "“Seller Shareholders’ Meeting"”) and in connection with (such proxy statement/prospectus as amended or supplemented is referred to herein as 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"/Prospectus”) shall not, on will not at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyershareholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Shareholders’ Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller or any of its AffiliatesAffiliates (defined herein), officers officers, or directors should be is discovered by the Seller which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Seller shall promptly inform Buyerthe Company. The Proxy Statement/Prospectus will comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act (to the extent applicable), and the rules and regulations thereunder.

Registration Statement; Proxy Statement/Prospectus. The written -------------------------------------------------- information to be supplied by Seller the Company specifically for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued Registration Statement (as defined in the Merger will be registered under the Securities Act (the "Registration Statement")Section 3.19) shall not, shall not at the time the Registration Statement is declared effective by filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, therein not misleading. The written information to be supplied by Seller the Company specifically for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Sellerthe Company's stockholders to consider this Agreement and the Merger (the "Seller Company Stockholders' Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyerthe Company's stockholders, at the time of the Seller Company Stockholders' Meeting and the Buyer Stockholders' Meeting and Meeting, or at the Effective TimeTime (in each case as supplemented or amended through such time), contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are 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 in the 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 for the Seller Meeting or the Buyer Company Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event information relating to Seller the Company or any of its Affiliatesaffiliates, officers or directors should shall be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller the Company shall promptly inform BuyerParent. Notwithstanding the foregoing, the Company makes no representation or warranty 2.1-18 with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The written information to be supplied by Seller TMAI expressly for the 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 Buyer Avant! Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (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 in the Registration Statement or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The written information to be supplied by Seller TMAI expressly for the purpose of inclusion in the joint combined proxy statement/prospectus to be sent to the stockholders shareholders of Buyer and Seller TMAI in connection with the meeting meetings of SellerTMAI's stockholders to consider this Agreement and the Merger shareholders (the "Seller TMAI Shareholders Meeting") and in connection with the meeting of BuyerAvant!'s stockholders (the "Buyer Avant! Stockholders Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to be held in connection with the Merger (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerTMAI's shareholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' TMAI Shareholders Meeting and at the Effective Time, contain any material statement which, at such time and in light of the circumstances under which it shall be madetime, 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 Joint Proxy Statement circumstances under which they 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 for the Seller Meeting or the Buyer TMAI's Shareholders 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 information should be discovered by Seller TMAI which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller TMAI shall promptly inform BuyerAvant!. Notwithstanding the foregoing, TMAI makes no representation, warranty or covenant with respect to any information supplied by Avant! or Merger Sub that is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information supplied or to be supplied by Seller ATX or its Affiliates for inclusion in or incorporation by reference in the registration statement on Form S-4 pursuant to which shares of Buyer ATX Common Stock issued issuable in the Merger and the Recapitalization will be registered under with the Securities Act SEC (the "Registration Statement"), ) shall not at the time the Registration Statement is declared effective by the SEC under the Securities Act of 1933, as amended, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Seller ATX for inclusion in the joint proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of Buyer and Seller CoreComm in connection with the its meeting of Seller's stockholders to consider this Agreement and the Merger (collectively, the "Seller Stockholders' 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyer, CoreComm at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 in the 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 for the Seller Meeting or the Buyer Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller ATX or any of its Affiliates, officers or directors should be discovered by Seller ATX which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller ATX shall promptly inform BuyerCoreComm.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller Buyer and Lender for inclusion in the registration statement on Form S-4 pursuant to which shares Registration Statement, as set forth in any writing supplied by Buyer, Lender or any of Buyer Common Stock issued their respective legal counsel for the purpose of inclusion in the Merger will be registered under the Securities Act (the "Registration Statement"), shall not at the time the Registration Statement is declared effective by filed with the SEC and at the time it becomes effective under the Securities Act of 1933, as amended (the "1933 ACT"), contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the such statements in the Registration Statementtherein, in light of the circumstances under which they were are made, not misleading. The information to be supplied by Seller or concerning Buyer or Lender or their respective agents or representatives 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") , as set forth in any writing supplied by Buyer, Lender or any of their respective legal counsel for the purpose of inclusion in the Proxy Statement, shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyerthe Company's stockholders, at the time of the Seller Stockholders' Meeting and on the Buyer Stockholders' Meeting and at the Effective TimeClosing Date, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make such statements therein, at such time and in light of the circumstances under which it shall be they are 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 in the 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 for the Seller Meeting or the Buyer Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time Closing Date any event relating to Seller the Buyer, Lender or any of its Affiliatestheir respective affiliates, officers or directors should be discovered by Seller the Buyer or Lender, which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller the Buyer or Lender shall promptly inform Buyerthe Company. Notwithstanding the foregoing, neither the Buyer nor Lender makes any representation or warranty with respect to any information supplied by or concerning the Company or its subsidiaries or any of their respective officers, directors or affiliates which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the information to be supplied by Seller the Company for inclusion in the registration statement on Form S-4 S-4, or any amendment or supplement thereto, pursuant to which the shares of Buyer Parent Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (including any amendments or supplements, the "Registration Statement")) shall, shall not at the time such document is filed, at the time amended or supplemented 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The None of the information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Seller's the stockholders of the Company to consider this Agreement and the Merger and vote on a proposal to adopt the Merger Agreement (the "Seller Company Stockholders' Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall notshall, on the date the Joint Proxy Statement is first mailed to the stockholders of Seller or Buyerthe Company, at the time of the Seller Stockholders' Meeting and the Buyer Company Stockholders' Meeting and at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is not false or misleading misleading. 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any material fact, information supplied by Parent or omit to state any material fact necessary Merger Sub which is contained or incorporated by reference in order to make the statements made in the 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 for the Seller Meeting or the Buyer 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 Joint Proxy Statement, Seller shall promptly inform Buyer.

Registration Statement; Proxy Statement/Prospectus. (a) The written information to be supplied by Seller the Company, specifically regarding the Company, for inclusion (or incorporation by reference, as the case may be) in the registration combined registration/proxy statement on Form S-4 (or such successor form as shall then be appropriate) pursuant to which shares of the Buyer Common Stock issued in the Merger Securities will be registered by Buyer under the Securities Act (including any amendments or supplements thereto, the "“Registration Statement")”) shall not, shall not at the time the Registration Statement is declared effective by the SEC contain U.S. Securities and Exchange Commission (the “SEC”) and at the Closing Date, contain, to the Knowledge of the Stockholders, (i) any untrue statement of a material fact fact; or (ii) omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementcontained therein, in light of the circumstances under which they were made, not misleading. . (b) The written information to be supplied by Seller the Company, specifically regarding the Company, for inclusion in the joint proxy statement/prospectus statement made part of the Registration Statement to be sent to the stockholders of the Buyer and Seller in connection with the special meeting of Seller's stockholders to consider this Agreement and of the Merger Buyer (the "Seller “Special Meeting") and in connection with the meeting of Buyer's stockholders (the "Buyer Meeting"”) to consider and vote on a proposal to adopt this Agreement (such proxy statement/prospectus, as the issuance of shares of Buyer Common Stock pursuant to same may be amended or supplemented, the Merger (the "Joint “Proxy Statement"”) shall not, not on the date the Joint Proxy Statement is first mailed to the stockholders of Seller or the Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Special Meeting and at the Effective TimeClosing Date, to the Knowledge of the Stockholders (i) contain any untrue statement whichof a material fact or (ii) omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, at such time and in light of the circumstances under which it shall be they were made, is false or misleading with respect to any material factnot misleading, or omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement not false or misleading; or (iii) omit to state any material fact necessary to correct any statement in any earlier written communication with respect to the constituting a solicitation of proxies by the Buyer for the Seller Meeting or the Buyer Special Meeting which has in the interim become false or misleading. If at misleading in 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 Joint Proxy Statement, Seller shall promptly inform Buyermaterial respect.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the 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"), Statement shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller the Company for inclusion or incorporation by reference in the joint proxy statement/prospectus (as amended or supplemented, the "Proxy Statement/Prospectus") to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Seller's the stockholders of the Company to consider this Agreement and the Merger (the "Seller Company Stockholders 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") ), shall not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Company Stockholders Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time Company Stockholders Meeting any event relating to Seller the Company or any of its Affiliatesrespective affiliates, officers or directors should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller the Company shall promptly inform BuyerParent. The Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. 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.

Registration Statement; Proxy Statement/Prospectus. The information supplied by Cohesion expressly for the purpose of including the information or incorporating the information by reference in the Registration Statement on Form F-4 registering the Angiotech Common Stock to be supplied by Seller 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 StatementREGISTRATION STATEMENT")) as it relates to Cohesion, shall not at the time the Registration Statement is declared effective by the SEC SEC, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements therein not misleading. The information supplied by Cohesion expressly for the purpose of including the information in the Registration proxy statement/prospectus to be sent to Cohesion's stockholders in connection with the Cohesion Stockholder Meeting (such proxy statement/prospectus, as amended and supplemented is referred to herein as the "PROXY STATEMENT/PROSPECTUS"), at the date the Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Cohesion Stockholder Meeting and at the Effective Time shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information to be supplied by 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to Seller or any of its AffiliatesCohesion shall occur which is required to be described in the Proxy Statement/Prospectus, officers or directors should such event shall be discovered by Seller which should be set forth in so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to Cohesion's stockholders. Notwithstanding the foregoing, Cohesion makes no representation or warranty with respect to any information supplied by Angiotech or Merger Sub which is contained in the Registration Statement or a supplement to the Joint Proxy Statement, Seller shall promptly inform Buyer/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the Buyer for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued Registration Statement (as defined in the Merger will be registered under the Securities Act (the "Registration Statement"), Section 2.18) shall not at the time the Registration Statement is declared effective by filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller the Buyer for inclusion in the joint proxy statement/prospectus Proxy Statement to be sent to the stockholders of Buyer and the Seller in connection with the meeting Seller Stockholders' Meeting and, if required, the stockholders of Seller's stockholders to consider this Agreement and the Merger (the "Seller Meeting") and Buyer in connection with the meeting of BuyerBuyer Stockholders' Meeting, and the information made available to the Seller's stockholders (the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant in connection with their election as to the form of Merger (the "Joint Proxy Statement") Consideration, shall not, on the date the Joint Proxy Statement is first mailed to the Seller's stockholders of Seller or and the Buyer, 's stockholders and at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting 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 whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are 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 in the Joint Proxy Statement 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 for the Seller Stockholders' Meeting or 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 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 Time, any event relating to Seller the Buyer or any of its Affiliatesaffiliates, officers or directors should be discovered by Seller which the Buyer that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy StatementStatement or as part of the information made available to the Seller's stockholders, Seller the Buyer shall promptly inform Buyerthe Seller. Notwithstanding the foregoing, the Buyer makes no representation or warranty with respect to any information supplied by the Seller that is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by 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"), shall not at the time the Registration Statement is filed with the SEC and at the time the Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerSeller, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Meeting or the Buyer 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 Joint Proxy Statement, Seller shall promptly inform Buyer. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by Seller with respect to statements made or incorporated by reference therein based on information supplied by Buyer specifically for inclusion or incorporation by reference in the Proxy Statement.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by 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"), shall not at the time the Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Meeting or the Buyer 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 Joint Proxy Statement, Seller shall promptly inform Buyer.

Registration Statement; Proxy Statement/Prospectus. The information supplied by the Company or required to be supplied by Seller the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the registration statement on Form S-4 pursuant to which (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 under with the Securities Act SEC (including any amendments or supplements, the "Registration Statement")) shall not, 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company or required to be supplied by Seller the Company (except to the extent revised or superseded by amendments or supplements) for inclusion in the joint proxy statementProxy Statement/prospectus Prospectus or any amendment or supplement thereto to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting solicitation of Sellerproxies for the Company's stockholders Stockholders' Meeting (as defined herein) to consider approve the Merger and adopt this Agreement Agreement, the Merger and the Merger other transactions contemplated hereby (such Proxy Statement/Prospectus, as amended or supplemented, is referred to herein as 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/Prospectus") shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed or otherwise provided to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting Company Stockholders and the Buyer Stockholders' Meeting and Buyer's stockholders, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, 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 Joint Proxy Statement 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 for by or on behalf of the Seller Meeting or the Buyer Meeting Company which has become false or misleading. If at The information to be provided by the Company for inclusion in the Proxy Statement/Prospectus will comply in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any time prior information supplied or required to be supplied by the Effective Time any event relating to Seller Buyer which is contained in or omitted from 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 Joint Proxy Statement, Seller shall promptly inform Buyerforegoing documents.

Registration Statement; Proxy Statement/Prospectus. The None of the -------------------------------------------------- information supplied or to be supplied by Seller the Company for inclusion or incorporation by reference in the registration statement on Form S-4 S-4, or any amendment or supplement thereto, pursuant to which the shares of Buyer Parent Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (including any amendments or supplements, the "Registration Statement")) shall, shall not at the time such document is filed, at the time amended or supplemented 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The None of the information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Seller's the stockholders of the Company to consider this Agreement and the Merger and to vote on a proposal to adopt the Merger Agreement (the "Seller Company Stockholders' Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus, as amended or supplemented, is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall notwill, on the date the Joint Proxy Statement is first mailed to the stockholders of Seller or Buyerthe Company, at the time of the Seller Stockholders' Meeting and the Buyer Company Stockholders' Meeting and at the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, fact or omit to state any material fact necessary in order to make the statements made therein in light of the Joint Proxy Statement circumstances under which they 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 for the Seller Meeting or the Buyer Company Stockholders' Meeting which has become materially false or misleading. If at any time prior to the Effective Time Time, any event relating to Seller the Company, its officers and directors, or any of its Affiliates, officers or directors Subsidiary should be discovered by Seller occur which should is required to be set forth in an amendment or supplement to the Registration Statement or a an amendment or supplement to the Joint Proxy Statement, Seller the Company shall promptly inform BuyerParent, 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 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 related to COR or to be supplied in writing by Seller COR for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Millennium Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement"), or for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act (each a "Regulation M-A Filing"), shall not at the time the Registration Statement is declared effective by the SEC or any Regulation M-A Filing is filed with the SEC, or at any time it is amended or supplemented, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, Statement not misleading. The information related to COR or to be supplied in writing by Seller COR or any of its Subsidiaries for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer Millennium and Seller COR in connection with the meeting of SellerCOR's stockholders to consider this Agreement and the Merger (the "Seller COR Meeting") and in connection with the meeting of BuyerMillennium's stockholders (the "Buyer Millennium Meeting") to consider the issuance of shares of Buyer Millennium Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller COR or BuyerMillennium, at the time of the Seller Stockholders' COR Meeting and or the Buyer Stockholders' Millennium Meeting and or at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller COR Meeting or the Buyer Millennium Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller COR or any of its Affiliates, officers or directors should be discovered by Seller COR which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller COR shall promptly inform BuyerMillennium.

Registration Statement; Proxy Statement/Prospectus. The written information to be supplied by Seller Claremont for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer CBSI Common Stock issued in the Merger will be registered under with the Securities Act SEC (the "Registration Statement"), shall not at the time the Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The written information to be supplied by Seller Claremont for inclusion in the joint proxy statement/prospectus to be sent to the stockholders shareholders of Buyer CBSI and Seller Claremont in connection with the meeting of SellerClaremont's stockholders shareholders to consider this Agreement and the Merger (the "Seller Claremont Shareholders' Meeting") and in connection with the meeting of BuyerCBSI's stockholders shareholders (the "Buyer CBSI Shareholders' Meeting") to consider the issuance of shares of Buyer CBSI Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders shareholders of Seller Claremont or BuyerCBSI, at the time of the Seller StockholdersClaremont Shareholders' Meeting and the Buyer StockholdersCBSI Shareholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 in the 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 for the Seller Meeting CBSI or the Buyer Meeting Claremont Shareholders' Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller Claremont or any of its AffiliatesAffiliates (as defined in Section 6.11), officers or directors should be discovered by Seller Claremont which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller Claremont shall promptly inform BuyerCBSI.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller Ascend 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"), Statement shall not contain, at the time the Registration Statement is first filed in publicly available form and at the time the Registration Statement is declared effective by the SEC contain SEC, any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller Ascend for inclusion in the joint proxy statement/prospectus Proxy Statement to be sent to the stockholders of Buyer and Seller Stratus 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") Stratus Stockholders Meeting shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerStratus, at the time of the Seller Stockholders' Stratus Stockholders Meeting and the Buyer Stockholders' Meeting and or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 in the Joint 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 for the Seller Meeting or the Buyer Stratus Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller Ascend or any of its Affiliates, officers or directors should be discovered by Seller Ascend which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller Ascend shall promptly inform BuyerStratus.

Registration Statement; Proxy Statement/Prospectus. The information Subject to be supplied by Seller for inclusion the accuracy of the representations of the Company in Section 4.27, 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")Statement shall not, 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 in the Registration Statement or necessary in order to make the statements in the Registration Statementincluded therein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller Parent 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") shall /Prospectus will not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Seller or Buyerstockholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Special Meeting and at the Effective Timeeffective time of the Merger, contain any statement which, at such time 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 in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Special Meeting which has become false or misleading. If at any time prior to the Effective Time Date any event relating to Seller Parent, Merger Sub or any of its Affiliatestheir respective affiliates, officers or directors should be discovered by Seller Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller shall Parent or Merger Sub will promptly inform Buyerthe Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information related to COR or to be supplied in writing by Seller COR for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Millennium Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement"), or for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act (each a "Regulation M-A Filing"), shall not at the time the Registration Statement is declared effective by the SEC or any Regulation M-A Filing is filed with the SEC, or at any time it is amended or supplemented, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, Statement not misleading. The information related to COR or to be supplied in writing by Seller COR or any of its Subsidiaries for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer Millennium and Seller COR in connection with the meeting of SellerCOR's stockholders to consider this Agreement and the Merger (the "Seller COR Meeting") and in connection with the meeting of BuyerMillennium's stockholders (the "Buyer Millennium Meeting") to consider the issuance of shares of Buyer Millennium Common Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller COR or BuyerMillennium, at the time of the Seller Stockholders' COR Meeting and or the Buyer Stockholders' Millennium Meeting and or at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller COR Meeting or the Buyer Millennium Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller COR or any of its Affiliates, officers or directors should be discovered by Seller COR which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller COR shall promptly inform BuyerMillennium.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller for inclusion or incorporation by reference in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued Registration Statement (as defined in the Merger will be registered under the Securities Act (the "Registration Statement"), Section 3.8) shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders shareholders of Buyer and Seller in connection with the meeting of Seller's stockholders ’s shareholders to consider this Agreement and the Merger (the "“Seller Shareholders’ Meeting"”) and in connection with (such proxy statement/prospectus as amended or supplemented is referred to herein as 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"/Prospectus”) shall not, on not at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyershareholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Shareholders’ Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer 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 Affiliatesaffiliates, 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 Joint Proxy Statement/Prospectus, Seller shall promptly inform Buyerthe Company. The Proxy Statement/Prospectus shall comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act (to the extent applicable) and the rules and regulations thereunder. Notwithstanding the foregoing, Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by the Seller for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued Registration Statement (as defined in the Merger will be registered under the Securities Act (the "Registration Statement"), Section 3.11) shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by the Seller for inclusion in the joint proxy statement/prospectus to be sent to the stockholders shareholders of Buyer and the Seller in connection with the meeting of the Seller's stockholders shareholders to consider this Agreement and the Merger (the "Seller Shareholders' Meeting'") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement/Prospectus") shall not, on not at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyershareholders, at the time of the Seller Stockholders' Meeting and the Buyer StockholdersShareholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Seller or any of its Affiliatesaffiliates, officers or directors should be discovered by the Seller which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Seller shall promptly inform Buyerthe Company. Notwithstanding the foregoing, the Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information Subject to be supplied by Seller for inclusion the accuracy of the representations of the Company in Section 2.13, the registration statement on Form S-4 (the "Registration Statement") pursuant to which shares of Buyer the Parent Common Stock to be issued in the Merger will be registered under with the Securities Act (the "Registration Statement")SEC shall not, 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, included therein not false or misleading. The information to be supplied by Seller Parent 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") shall /Prospectus will not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Seller or Buyerstockholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Stockholders Meeting and at the Effective Time, contain any statement which, at such time 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 in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller Parent, Merger Sub or any of its Affiliatestheir respective affiliates, officers or directors should be discovered by Seller Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller shall Parent or Merger Sub will promptly inform Buyerthe Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents. The Registration Statement and Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in, or furnished in connection with the preparation of, the Registration Statement.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller Stratagene 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"), 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller Stratagene for inclusion in the joint proxy statement/prospectus Proxy Statement to be sent to the stockholders of Buyer and Seller Hycor 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") Hycor Stockholders Meeting shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerHycor’s stockholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and Hycor Stockholders Meeting, or at the Effective Time, contain any statement which, at any such time and in light of the circumstances under which it shall be madetime, 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer Hycor Stockholders 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 information should be discovered by Seller Stratagene which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller Stratagene shall promptly inform BuyerHycor. Notwithstanding the foregoing, Stratagene makes no representation, warranty or covenant with respect to any information supplied by or respecting Hycor or any of its subsidiaries (other than information supplied by and with respect to Stratagene) which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information Subject to be supplied by Seller for inclusion the accuracy of the representations of the Company made in Section 2.19, the registration statement on Form S-4 (or such other or successor form as shall be appropriate), (including any amendments or supplements thereto, the "Registration Statement"), pursuant to which the shares of Buyer Parent Common ----------------------- Stock to be issued in the Merger will be registered under with the Securities Act (the "Registration Statement")SEC shall not, shall not at the time the Registration Statement is declared 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 SEC 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were are made, not misleading. The information to be supplied by 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Meeting or the Buyer Company Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event information relating to Seller Parent, Merger Sub, or any of its Affiliatestheir respective affiliates, officers officers, or directors should shall be discovered by Seller Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller shall Parent or Merger Sub will promptly inform Buyerthe Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the Company for inclusion in the registration statement of Parent on Form S-4 pursuant to which shares of Buyer Parent Common Stock issued in the Merger will be registered under with the Securities Act SEC (the "Registration StatementREGISTRATION STATEMENT")) does not and will not contain, shall not at the time the information is supplied and when the Registration Statement is declared effective by the SEC contain SEC, any untrue statement of a material fact nor does or will it omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, Statement not misleading. The information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus (the "PROXY STATEMENT") to be sent to the stockholders shareholders of Buyer and Seller the Company in connection with the special meeting of Sellerthe Company's stockholders shareholders to consider this Agreement and the Merger (the "Seller MeetingSHAREHOLDERS MEETING") does not 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") shall will not, on at the date time the Joint Proxy Statement is first mailed to stockholders of Seller or Buyershareholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and Shareholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be 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 in the Joint 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 for the Seller Meeting or the Buyer Shareholders Meeting which has become false or misleading; provided, however, that no representation or warranty is made by the Company with respect to information related to, or supplied by, the Parent, its affiliates or advisors. If at any time prior to the Effective Time any event relating to Seller the Company or any of its Affiliates, officers or directors affiliates should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller the Company shall promptly inform BuyerParent.

Registration Statement; Proxy Statement/Prospectus. The -------------------------------------------------- information to be supplied by Seller for inclusion in the registration statement on Form S-4 pursuant to which shares of Buyer Common Capital Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement"), shall not at the time the Registration Statement 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by 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 Capital Stock pursuant to the Merger (the "Joint Proxy Statement") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and or at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Meeting or the Buyer 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 Joint Proxy Statement, Seller shall promptly inform Buyer.

Registration Statement; Proxy Statement/Prospectus. The information Subject to be supplied by Seller for inclusion the accuracy of the representations of the Company in Section 2.13, the registration statement on Form S-4 (the "Registration Statement") pursuant to which shares of Buyer the Parent Common Stock Shares to be issued in the Merger will be registered under with the Securities Act (the "Registration Statement")SEC shall not, 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 in the Registration Statement or necessary in order to make the statements in the Registration Statementincluded therein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller Parent in writing specifically 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") shall /Prospectus will not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Seller shareholders or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective TimeCompany Shareholders Meeting, contain any statement which, at such time 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 in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller Parent, Merger Sub or any of its Affiliatestheir respective affiliates, officers or directors should be discovered by Seller Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller shall Parent or Merger Sub will promptly inform Buyerthe Company. The Registration Statement and Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the 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"), Statement shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller the Company for inclusion or incorporation by reference in the joint proxy statement/prospectus (as amended or supplemented, the "Proxy Statement/ Prospectus") to be sent to the stockholders shareholders of Buyer and Seller the Company in connection with the meeting of Seller's stockholders the shareholders of the Company to consider this Agreement and the Merger Company Voting Proposal (the "Seller Company Shareholders Meeting") ), and stockholders of Parent in connection with the meeting of Buyer's the stockholders (the "Buyer Meeting") of Parent to consider the issuance of shares of Buyer the Parent Common Stock pursuant to in the Merger (the "Joint Proxy StatementParent Stockholders Meeting") ), shall not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders of the Company and stockholders of Seller Parent or Buyer, at the time of the Seller Stockholders' Company Shareholders Meeting and the Buyer Stockholders' time of the Parent Stockholders Meeting and at the Effective Time, contain any statement which, at such time 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 in the Joint Proxy Statement 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 for the Seller Company Shareholders Meeting or and the Buyer Parent Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time later of the Company Shareholders Meeting and the Parent Stockholders Meeting any event relating to Seller the Company or any of its Affiliatesrespective affiliates, officers or directors should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller the Company shall promptly inform BuyerParent. The Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. 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 the Registration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by 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 Registration Statement (the "Registration Statement"), as hereinafter defined) shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller for inclusion in the joint proxy statement/prospectus to be sent to the stockholders shareholders of Buyer and Seller in connection with the meeting of Seller's stockholders shareholders to consider this Agreement and the Merger (the "Seller Shareholders' Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement/Prospectus") shall not, on not at the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyershareholders, at the time of the Seller Stockholders' Meeting and the Buyer StockholdersShareholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer 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 Affiliatesaffiliates, 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 Joint Proxy Statement/Prospectus, Seller shall promptly inform Buyerthe Company. The Proxy Statement/Prospectus shall comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Seller makes no representation or warranty with respect to any information about, or supplied or omitted by, the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The (a) Subject to the accuracy of the representations of Parent and Merger Sub in Section 3.10: (i) the information to be supplied by Seller the 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"), Statement shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, therein not misleading. The ; and (ii) the information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders shareholders of Buyer and Seller the Company in connection with the meeting of Seller's stockholders Company Shareholders Meeting (such proxy statement/prospectus as amended or supplemented is referred to consider this Agreement and the Merger (herein as the "Seller MeetingProxy Statement/Prospectus") 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") shall will not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is filed with the SEC or first mailed to stockholders of Seller shareholders or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective TimeCompany Shareholders Meeting, contain any statement which, at such time 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 required to be stated therein or necessary in order to make the statements made in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Shareholders Meeting which has become false or misleading. . (b) If at any time prior to the Effective Time any event relating to Seller the Company or any of its Affiliatesrespective affiliates, officers or directors should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller the Company shall promptly inform BuyerParent and Merger Sub. (c) The Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Guarantor, Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller QuaTech 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"), 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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller QuaTech for inclusion in the joint proxy statement/prospectus Proxy Statement to be sent provided to the stockholders shareholders of Buyer and Seller DPAC 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") DPAC Shareholders Meeting shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or BuyerDPAC’s shareholders, at the time of the Seller Stockholders' DPAC Shareholders Meeting and the Buyer Stockholders' Meeting and or at the Effective Time, contain any statement whichthat, at any such time and in light of the circumstances under which it shall be madetime, 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 Joint Proxy Statement circumstances under which they are made, not false or misleading; . The Registration Statement and the Proxy Statement shall be amended or omit to state any material fact supplemented as necessary to correct any statement in any earlier communication with respect to any offer of DPAC Common Stock or the solicitation of proxies for the Seller DPAC Shareholders Meeting or the Buyer Meeting which that 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 information should be discovered by Seller which QuaTech that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Seller QuaTech shall promptly inform BuyerDPAC. Notwithstanding the foregoing, QuaTech makes no representation, warranty or covenant with respect to any information supplied by or respecting DPAC or any of its subsidiaries (other than information supplied by QuaTech with respect to QuaTech) that is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information (a) Subject to the accuracy of the representations of the Company in Section 2.13: (i) the Registration Statement, as it may be supplied by Seller for inclusion in the registration statement on Form S-4 amended, pursuant to which the shares of Buyer the Parent Common Stock to be issued in connection with the Merger will be registered under with the Securities Act (the "Registration Statement")SEC shall not, shall not at the time respective times the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or 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 in the Registration Statement therein or necessary in order to make the statements included therein not misleading; and (ii) the Proxy Statement/Prospectus will not, at the time the Proxy Statement/Prospectus is filed with the SEC or first sent to the Company's stockholders or at the time of the Company 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 Registration Statementstatements therein, at such time and in light of the circumstances under which they were made, not misleading. The information to be supplied by 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"b) 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, contain any statement which, at such time 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 in the 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event or circumstance relating to Seller Parent, Acquiror or any of its Affiliatesaffiliates, officers or directors should be discovered by Seller Acquiror which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller shall Acquiror will promptly inform Buyerthe Company. (c) The Registration Statement and Proxy Statement/Prospectus shall comply as to form in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, Acquiror makes no representation or warranty with respect to any information supplied by the Company which is included or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller Parent 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"), Statement shall not at the time the Registration Statement 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller Parent for inclusion or incorporation by reference in the joint proxy statementProxy Statement/prospectus Prospectus to be sent to the stockholders of Buyer Parent and Seller the shareholders of the Company in connection with the meeting of Seller's stockholders to consider this Agreement Parent Stockholders Meeting and the Merger (the "Seller Company Shareholders 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") , shall not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller Parent or Buyer, shareholders of the Company or at the time of the Seller Stockholders' Parent Stockholders Meeting and or the Buyer Stockholders' Meeting and at the Effective TimeCompany Shareholders Meeting, contain any statement which, at such time 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 in the Joint Proxy Statement 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 for the Seller Parent Stockholders Meeting or the Buyer Company Shareholders Meeting which has become false or misleading. If at any time prior to the Effective Time Parent Stockholders Meeting or the Company Shareholders Meeting any event relating to Seller Parent or any of its Affiliatesrespective affiliates, officers or directors should be discovered by Seller Parent which should be set forth in an amendment to the 38 Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller Parent shall promptly inform Buyerthe Company. The Registration Statement shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information (a) Subject to be supplied by Seller for inclusion the accuracy of the representations of the Company in Section 2.13: (i) the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger will (or on such other form as shall be registered under the Securities Act appropriate) (as it may be amended, the "Registration Statement"), pursuant to which the Guarantor Common Shares to be delivered to the stockholders of the Company by Acquiror in connection with the Merger will be registered with the SEC, shall not not, at the time respective times the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or 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 in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, included therein not misleading. The ; and (ii) the information to be supplied by Seller Guarantor or Acquiror 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") shall /Prospectus will not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is filed with the SEC or first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective TimeCompany Stockholders Meeting, contain any statement which, at such time 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 required to be stated therein or necessary in order to make the statements made in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Stockholders Meeting which has become false or misleading. . (b) If at any time prior to the Effective Time any event relating to Seller Acquiror or any of its Affiliatesaffiliates, officers or directors should be discovered by Seller Acquiror which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller shall Acquiror will promptly inform Buyerthe Company. (c) The Registration Statement and the Proxy Statement/Prospectus shall comply in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act and the rules and regulations thereunder. (d) Notwithstanding the foregoing, Acquiror makes no representation or warranty with respect to any information supplied by the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the Company for inclusion in the registration statement on Form S-4 (the "Registration Statement") pursuant to which shares of Buyer the Parent Common Stock to be issued in the Merger will be registered under with the Securities Act and Exchange Commission (the "Registration StatementSEC")) shall not, shall not 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 in the Registration Statement therein or necessary in order to make the statements therein, in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller the Company in connection with the meeting of Seller's stockholders Special Meeting (such proxy statement/prospectus as amended or supplemented is referred to consider this Agreement and the Merger (herein as 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/Prospectus") shall ), will not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders of Seller or Buyerstockholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and Special Meeting, or at the Effective Timeeffective time of the Merger, contain any statement which, at such time 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 in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Special Meeting which has become false or misleading. If at any time prior to the Effective Time effective time of the Merger any event relating to Seller the Company or any of its Affiliates, officers or directors should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller the Company shall promptly inform Buyer.Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by the Buying Parties which is contained in any of the foregoing documents

Registration Statement; Proxy Statement/Prospectus. The information to be supplied by Seller the 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 Buyer Parent Common Stock to be issued in the Merger will be registered under with the Securities Act SEC (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 in the Registration Statement therein or necessary in order to make the statements in the Registration Statementtherein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Buyer and Seller Company in connection with the meeting of SellerCompany's stockholders to consider this Agreement and the Merger (the "Seller Company Stockholders Meeting") and in connection with the meeting of Buyer's stockholders (such proxy statement/prospectus as amended ---------------------------- or supplemented is referred to herein as the "Buyer Meeting") to consider the issuance of shares of Buyer Common Stock pursuant to the Merger (the "Joint Proxy Statement/Prospectus") shall -------------------------- not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to stockholders of Seller or BuyerCompany's stockholders, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Company Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, 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 Joint Proxy Statement 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 for the Seller Meeting or the Buyer Company Stockholders 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 information should be discovered by Seller the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller the Company shall promptly inform BuyerParent. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by Parent or Merger Sub in writing specifically for use in any of the foregoing documents.

Registration Statement; Proxy Statement/Prospectus. The information As promptly as practicable after the date of this Agreement (but in no event later than 50 days following the date of this Agreement), the Parties shall prepare, and Parent shall cause to be supplied by Seller for inclusion filed with the SEC, the Registration Statement, in which the registration statement on Form S-4 pursuant to which shares of Buyer Common Stock issued in the Merger Proxy Statement/Prospectus will be registered under included as a prospectus. Parent covenants and agrees that the Securities Act Registration Statement (and the "Registration Statement")letter to stockholders, shall not notice of meeting and form of proxy included therewith) will not, at the time that the Registration Statement Proxy Statement/Prospectus or any amendment or supplement thereto is declared effective by filed with the SEC or is first mailed to the Parent stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement therein or necessary in order to make the statements in the Registration Statementmade therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company or its Subsidiaries to be supplied by Seller Parent for inclusion in the joint proxy statement/prospectus to be sent to Registration Statement (including the stockholders of Buyer and Seller in connection with the meeting of Seller's stockholders to consider this Agreement Company Audited Financial Statements and the Merger (the "Seller Meeting"Company Interim Financial Statements) 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") shall not, on the date the Joint Proxy Statement is first mailed to stockholders of Seller or Buyer, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and at the Effective Time, will not contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any a material fact, fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Joint Proxy Registration Statement not false (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company or misleading; its Subsidiaries or omit to state any material fact necessary to correct any statement of their Representatives in any earlier communication writing specifically for inclusion therein. Notwithstanding the foregoing, the Company makes no covenant, representation or warranty with respect to statements made in the solicitation Registration Statement (and the letter to stockholders, notice of proxies for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller meeting and form of proxy included therewith), if any, based on information provided by Parent or any of its AffiliatesRepresentatives specifically for inclusion therein. As soon as reasonably practicable, officers Parent shall establish a record date for, duly call, give notice of and, as soon as reasonably practicable thereafter, in accordance with Section 5.3, convene the Parent Stockholders' Meeting. Parent shall notify the Company promptly of the receipt of any comments from the SEC or directors should be discovered by Seller which should be set forth in an amendment staff of the SEC, for amendments or supplements to the Registration Statement or for additional information and shall supply the Company with copies of all correspondence between Parent or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Registration Statement or Proxy Statement/Prospectus. Each of the Parties shall use commercially reasonable efforts to cause the Registration Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff (and to give the Company and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments to the SEC or its staff) and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Parent shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to Parent's stockholders as promptly as practicable (but within five Business Days) after the Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and such Party's Affiliates and such Party's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If Parent, Proteon Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Joint Proxy Registration Statement, Seller as the case may be, then such Party, as the case may be, shall promptly inform Buyerthe other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Parent stockholders.

Registration Statement; Proxy Statement/Prospectus. The information Subject to be supplied by Seller for inclusion the -------------------------------------------------- accuracy of the representations of the Company in Section 4.28 hereof, the registration statement on Form S-4 (the "Registration Statement") pursuant to which shares of Buyer the Aeroflex Common Stock to be issued in the Merger will be registered under with the Securities Act (the "Registration Statement")SEC shall not, 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 in the Registration Statement or necessary in order to make the statements in the Registration Statementincluded therein, in light of the circumstances under which they were made, not misleading. The information to be supplied by Seller Aeroflex 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") shall /Prospectus will not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment or supplement thereto) is first mailed to stockholders shareholders of Seller or BuyerMCE, at the time of the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting and MCE Shareholders Meeting, or at the Effective Time, contain any statement which, at such time 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 in the Joint Proxy Statement 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 for the Seller Meeting or the Buyer Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to Seller Aeroflex, Acquisition or any of its Affiliatestheir respective affiliates, officers or directors should be discovered by Seller Aeroflex or Acquisition which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Seller shall Aeroflex or Acquisition will promptly inform BuyerMCE. The Registration Statement and Proxy Statement/Prospectus shall comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Aeroflex and Acquisition make no representation or warranty with respect to any information supplied by MCE which is contained in, or furnished in connection with the preparation of, any of the foregoing documents.