Common use of SEC Filings Clause in Contracts

SEC Filings. Buyer has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since January 1, 1997 (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer SEC Reports”), all of which complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions of the Securities Act and the Exchange Act, as the case may be. The Buyer SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer (a) The Company has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed by it with the SEC since January 1, 1997 1999 and has made available to Parent (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1999, 2000 and 2001, (ii) its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002, and, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 1999, (iv) all other reports or registration statements, including any Current Report on Form 8-K, filed by the Company with the SEC since January 1, 1999, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer "SEC Reports”"), all of which complied as to form when filed . The SEC Reports (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filingi) were prepared in all material respects in accordance with the applicable provisions requirements of the Securities Act and or the Exchange Act, as the case may be. The Buyer SEC Reports , and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or superseding filing), ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) None of the Exchange ActCompany's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings. Buyer The Company has provided or made available to Parent and Acquisition true and complete copies of (i) the Annual Reports of the Company on Form 10-K for the years ended December 31, 1996, 1997 and 1998, (ii) the Quarterly Reports of the Company on Form 10-Q for the three months ended March 31, 1999 and June 30, 1999, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company subsequent to January 1, 1997 and prior to the date hereof, and (iv) all other reports, statements and registration statements filed by the Company with the SEC all required forms, reports, registration statements Securities and documents required Exchange Commission (the "SEC") subsequent to be filed by it with the SEC since January 1, 1997 (collectively, all such formsthe "Company SEC Filings"). The Company SEC Filings (including, reportswithout limitation, registration any financial statements and documents filed after January 1, 1997 are referred to herein as the “Buyer SEC Reports”), all of which complied as to form when filed or schedules included therein) (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filingi) were prepared in all material respects compliance with the applicable provisions requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be. The Buyer SEC Reports , and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed of filing (oror if amended, if amended supplemented or superseded by a filing prior to the date of this Agreementhereof, then on the date of such amended or superseding that filing), ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) None of the Exchange ActSubsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings. Buyer The Company has timely filed with the SEC Securities and Exchange Commission (the "SEC") all required forms, reports, registration statements and other documents required to be filed by it with (the "SEC since January 1Filings") under the Securities Act of 1933, 1997 as amended, and the rules and regulations promulgated thereunder (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer SEC Reports”"Securities Act"), all and the Securities Exchange Act of which 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). The SEC Filings were prepared in accordance and complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions requirements of the Securities Act and or the Exchange Act, as the case may be. The Buyer None of such SEC Reports (including all Filings, including, without limitation, any financial statements, exhibits and schedules thereto included therein and documents incorporated therein by reference therein) did notreference, at the time they were filed (orfiled, if amended declared effective or superseded by filing prior to mailed, as the date of this Agreementcase may be, then on the date of such amended or superseding filing), contain any contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) extent information contained in any of the Exchange ActSEC Filings has been revised, corrected or superseded by a later filing of any such form, report or document, none of the SEC Filings currently contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Filings. Buyer The Company has filed with the SEC all required forms, reports, registration statements and other documents required to be filed by it with (i) the SEC since January 1including, 1997 without limitation, (collectivelyA) all Annual Reports on Form 10-KSB, (B) all Quarterly Reports on Form 10-QSB, (C) all Reports on Form 8-K, (D) all other reports or registration statements and (E) all amendments and supplements to all such reports and registration statements (collectively referred to as the "SEC Reports") and (ii) any other applicable state securities authorities (all such forms, reports, registration statements and other documents filed after January 1, 1997 are in (i) and (ii) of this Section 2.7 being referred to herein herein, collectively, as the “Buyer SEC "Reports”"), all of which complied as to form when filed . The Reports (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filingi) were prepared in all material respects in accordance with the requirements of applicable provisions of law (including, with respect to the SEC Reports, the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be. The Buyer , and the rules and regulations of the SEC Reports thereunder applicable to such SEC Reports) and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in In addition, since the Buyer SEC Reportslast quarterly report of the Company on Form 10-QSB filed with the SEC, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements there have been no material events that require disclosure under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer The Company previously has delivered to the Purchaser a copy of the Company's Annual Report on Form 10-KSB for the year ended December 31, 2003, and the quarterly reports on Form 10-Q for the quarters ended March 31, 2004, Proxy Statement for the annual shareholders meeting held on August 4, 2003 and the current report on Form 8-K filed with on May 20, 2004 (collectively, the SEC "Reports"). Since 1996, the Company has made all required forms, reports, registration statements and documents filings required to be filed made by it under the Securities Act, the Securities Exchange Act of 1934 (the "1934 Act") and the securities laws of any state, and any rules and regulations promulgated thereunder. The consolidated financial statements of the Company included in the Reports have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto) and fairly present the financial position of Company as at the dates thereof and the results of its operations and changes in cash flows for the periods then ended. The information contained in the Reports is or was accurate and complete as of the date given. No stop order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued by the SEC. The Reports, at the time they were or are hereafter filed or last amended, as the case may be, with the SEC since January 1SEC, 1997 (collectively, all such forms, reports, registration statements complied and documents filed after January 1, 1997 are referred to herein as the “Buyer SEC Reports”), all of which complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) will comply in all material respects with the applicable provisions requirements of the Securities Act and 1934 Act. Neither the Exchange ActAgreement nor the Reports, taken as the case may be. The Buyer SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing)a whole, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in To the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) best of the Exchange ActCompany's knowledge, it is not currently under investigation by the SEC, AMEX or other governmental authority.

SEC Filings. Buyer The Company has filed with the SEC all required forms, reports, registration statements exhibits and other documents required to be filed by it with the SEC under the Exchange Act since January 1March 31, 1997 and has made available to Parent accurate and complete copies of (i) its Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997, September 30, 1997, March 31, 1998, June 30, 1998, September 30, 1998, March 31, 1999, June 30, 1999 and September 30, 1999 and its Annual Report on Form 10-K for the fiscal years ended December 31, 1997 and December 31, 1998, (ii) all Form 8-K's filed and all proxy or information statements relating to the Company's meetings of, or actions taken without a meeting by, the Company's stockholders (whether annual or special) held since December 31, 1997, (iii) all other reports or registration statements (other than reports on Forms 3, 4 or 5 filed on behalf of affiliates of the Company) filed by the Company with the SEC under the Exchange Act and the Securities Act of 1933 (the "Securities Act"), since March 31, 1997, and (iv) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer "Company SEC Reports”"). As of its filing date, all of which each Company SEC Report (i) complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act, or the Securities Act, as applicable, and (ii) did not at the time it was filed or declared effective, as the case may be. The Buyer SEC Reports , (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, at the time they were filed (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or superseding filing), ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in No Subsidiary of the Buyer SEC Reports, Company has any class of securities registered pursuant to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer The Company has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed with the Securities and Exchange Commission (the "SEC") since June 30, 1996, and the Company has made available to Buyers, as filed with the SEC, complete and accurate copies of (i) the Annual Report of the Company on Form 10-K for the year ended June 30, 1996, and (ii) all other reports, statements and registration statements (including Current Reports on Form 8-K) filed by it the Company with the SEC since January 1June 30, 1997 1996, in each case including all amendments and supplements (collectively, all such formsthe "SEC Filings"). The SEC Filings (including, reportswithout limitation, registration any financial statements and documents filed after January 1, 1997 are referred to herein as the “Buyer SEC Reports”), all of which complied as to form when filed or schedules included therein) (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filingi) were prepared in all material respects compliance with the applicable provisions requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Exchange Actrules and regulations thereunder, as the case may be. The Buyer SEC Reports , and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed of filing (oror if amended, if amended supplemented or superseded by a filing prior to the date of this Agreementhereof, then on the date of such amended or superseding filing), ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer has filed The Company makes periodic filings with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since January 1, 1997 (collectively, all Commission available at xxx.xxx.xxx. All such forms, reports, registration statements reports and other documents filed after January 1by the Company, 1997 including those that may be filed between the execution of this Agreement until the Closing, but expressly excluding any filing made at any time by any Person other than the Company, are referred to herein as the “Buyer SEC Reports”).” Except to the extent the SEC Reports have been modified by the non-public information delivered to the Purchasers included within the Offering Materials, all of the SEC Reports (a) were or will be filed on a timely basis (except (1) where noted in the SEC Reports, (2) the Company’s Form 10-KSB for the period ended December 31, 2002, which complied as to form when was not filed on a timely basis, and (or3) the Company’s Forms 10-QSB for the periods ended March 31, if amended 2003 and June 30, 2003, which were not filed on a timely basis), (b) were or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) will be prepared in compliance in all material respects with the applicable provisions requirements of the Securities Exchange Act and the Exchange Actrules and regulations of the Commission promulgated thereunder applicable to such SEC Reports, as the case may be. The Buyer SEC Reports and (including all exhibits and schedules thereto and documents incorporated by reference thereinc) did not, not or will not at the time they were or are filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements thereinin such SEC Reports, in the light of the circumstances circumstance under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer The Company has filed with provided to Parent and Acquisition true and complete copies of (i) the SEC Annual Reports of the Company on Form 10-K for the years ended December 31, 1994, 1995 and 1996, (ii) the Quarterly Report of the Company on Form 10-Q for the three months ended Mxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company since January 1, 1994, and (iv) all required forms, other reports, statements and registration statements and documents required to be filed by it the Company with the SEC since January 1, 1997 1994 (collectively, all such formsthe "Company SEC Filings"). The Company SEC Filings (including, reportswithout limitation, registration any financial statements and documents filed after January 1, 1997 are referred to herein as the “Buyer SEC Reports”), all of which complied as to form when filed or schedules included therein) (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filingi) were prepared in all material respects compliance with the applicable provisions requirements of the Securities Act and of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be. The Buyer SEC Reports , in all material respects and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed of filing (oror if amended, if amended supplemented or superseded by a filing prior to the date of this Agreementhereof, then on the date of such amended or superseding that filing), ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) None of the Exchange ActSubsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings. Buyer DHI has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed with the SEC. DHI has made available to Company (i) its Annual Reports on Form 10-K for the fiscal years ended September 30, 1999 and 2000, (ii) its Quarterly Report on Form 10-Q for the period ended June 30, 2001, (iii) its Proxy Statement, dated December 13, 2000, for its Annual Meeting of Stockholders, (iv) all other reports or registration statements (other than Reports on Form 10-Q not referred to in clause (ii) above) filed by it DHI with the SEC since January October 1, 1997 1999, and (v) all amendments and supplements to all such reports and registration statements filed by DHI with the SEC since October 1, 2000 (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer "DHI SEC Reports”"), all of which complied as to form when filed . The DHI SEC Reports (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filingi) were prepared in all material respects in accordance with the applicable provisions requirements of the Securities Act and or the Exchange Act, as the case may be. The Buyer SEC Reports , and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or superseding filing), ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) None of the Exchange ActDHI Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings. Buyer The Company has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed by it with the SEC since January 1, 1997 Securities and Exchange Commission (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein the "SEC") as the “Buyer SEC Reports”), all of which complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects and the Company has made available to the Purchaser, as filed with the applicable provisions SEC, complete and accurate copies of (i) the Annual Report of the Company on Form 10-K for the year ended December 31, 2000, and (ii) all other reports, statements and registration statements (including, but not limited to, Current Reports on Form 8-K and Quarterly Report on Form 10-Q) filed by the Company with the SEC since December 31, 2000, in each case including, but not limited to, all amendments and supplements (collectively, the "Company SEC Filings"). The Company SEC Filings (excluding any financial statements or schedules included therein, which are covered by the representations and warranties of the Company in Section 2.07(a)) (i) were prepared in compliance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Exchange Actrules and regulations thereunder, and the rules and regulations thereunder, as the case may be. The Buyer SEC Reports , and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed of filing (oror if amended, if amended supplemented or superseded by a filing prior to the date of this Agreementhereof, then on the date of such amended or superseding that filing), ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer (a) The Company has filed with made available to Parent and Acquisition Sub, or the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC contains in a publicly available format, accurate and complete copies of all required formsregistration statements, definitive proxy statements and other statements, reports, registration statements schedules, forms and other documents required to be (and all amendments or supplements thereto excluding exhibits thereto) filed or furnished by it Company with the SEC since January 1, 1997 2007 (collectivelythe “Company SEC Documents”). Except as set forth in Section 2.5 of the Company Disclosure Letter, all such formsstatements, reports, registration statements schedules, forms and other documents required to have been filed after or furnished by Company with the SEC since January 1, 1997 are referred 2007 have been so filed or furnished and in a timely manner. Except as set forth in Section 2.5 of the Company Disclosure Letter, as of the time it was filed with or furnished to herein as the “Buyer SEC Reports”), all of which complied as to form when filed (or, if amended amended, supplemented or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions of the Securities Act and the Exchange Act, as the case may be. The Buyer SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or superseding filing)the Exchange Act (as the case may be) including, contain without limitation, with the provisions of SOX; and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in Each of the Buyer SEC Reports, certifications and statements relating to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements Company SEC Documents required by: (1) Rule 13a-14 or 15d-14 under Section 13 and Section 16(a) of the Exchange Act; or (2) 18 U.S.C. § 1350 (Section 906 of SOX) (collectively, the “Company Certifications”) was accurate and complete, and complied as to form and content with all applicable Law in effect at the time such Company Certification was filed with or furnished to the SEC.

SEC Filings. Buyer The Company has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed by the Company with the SEC and has previously furnished to Buyer a true and complete copy of each of (i) its Annual Report on Form 10-K for each of the years ended December 31, 1996, 1995 and 1994, and any amendments thereto, (ii) its Quarterly Report on Form 10-Q for the period ended March 31, 1997, and the periods ended March 31, June 30 and September 30 in each of the years 1996, 1995 and 1994, and any amendments thereto, (iii) its definitive proxy statement with respect to the annual meeting of stockholders in each of the years 1995 and 1994, and (iv) all other reports or other correspondence filed by it with the SEC pursuant to the Exchange Act, since January 1, 1997 1994, in each case, as filed with the SEC (collectively, all such together with any forms, reports, registration statements reports and documents filed by the Company with the SEC after January 1the date hereof until the Closing, 1997 are referred to herein as the “Buyer "Company SEC Reports”"). Each such report, all of which when filed, complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions requirements of the Securities Exchange Act and the Exchange Actall applicable regulations thereunder and, as the case may be. The Buyer SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did notof their respective dates, at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date none of such amended or superseding filing), contain reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed Any statement contained in the Buyer any Company SEC ReportsReport shall be deemed to be modified, corrected or superseded to the knowledge of Buyerextent that a statement contained in any subsequent Company SEC Report modifies, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.corrects, or supersedes such statement. A-4 9 4.6

SEC Filings. Buyer The Company has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed with the Securities and Exchange Commission (the "SEC") since February 18, 2000, and the Company has made available to the Purchasers, as filed with the SEC, complete and accurate copies of (i) the Annual Report of the Company on Form 10-K for the year ended December 31, 1999, and (ii) all other reports, statements and registration statements (including Current Reports on Form 8-K and Quarterly Report on Form 10-Q) filed by it the Company with the SEC since January 1December 31, 1997 1999, in each case including all amendments and supplements (collectively, all such formsthe "COMPANY SEC FILINGS"). The Company SEC Filings (excluding any financial statements or schedules included therein, reports, registration statements which are covered by the representations and documents filed after January 1, 1997 are referred to herein as warranties of the “Buyer SEC Reports”Company in Section 2.07(a), all of which complied as to form when filed ) (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filingi) were prepared in all material respects compliance with the applicable provisions requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the Exchange Actrules and regulations thereunder, and the rules and regulations thereunder, as the case may be. The Buyer SEC Reports , and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed of filing (oror if amended, if amended supplemented or superseded by a filing prior to the date of this Agreementhereof, then on the date of such amended or superseding that filing), ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer (a) The Company has filed all reports required to be filed with the SEC pursuant to the Exchange Act since December 31, 1991 (the "Company SEC Reports"). The Company has delivered or made available to Parent (i) the annual report on Form 10-K for its fiscal year ended 1994, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 1995 and June 30, 1995 (iii) its proxy statement dated June 7, 1995, and (iv) all required forms, of its other reports, statements, schedules and registration statements and documents required to be filed by it with the SEC since January 1June 30, 1997 1995 (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as with the “Buyer Company SEC Reports”, the "Company Filings"). (b) As of its filing date, all of which complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions of the Securities Act and the Exchange Act, as the case may be. The Buyer SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain no Company Filing contained any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) No such registration statement as amended or supplemented, if applicable, filed pursuant to the 1933 Act when such statement or amendment became effective contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange ActSECTION 3.9.

SEC Filings. Buyer Except as set forth on Exhibit "U" (Article "6(K)"), RCMN has timely filed with the SEC all required forms, reports, registration statements reports and documents required to be filed by it RCMN with the SEC since January 1February 27, 1997 2002 (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer "SEC Reports”"). Except as set forth on Exhibit "U" (Article "7(K)"), all of which the SEC Reports (i) at the time filed, complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions requirements of the Securities Act of 1933 as amended, (the "33 Act") and the Securities Exchange ActAct of 1934, as amended, as the case may be. The Buyer SEC Reports , and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, to RCMN knowledge, at the time they were filed (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or superseding filing), ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements thereinin such SEC Reports, in the light of the circumstances under which they were made, not materially misleading. Except as disclosed in None of RCMN Subsidiaries are required to file any forms, reports or other documents with the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange ActSEC.

SEC Filings. Buyer Intuit has made available to C-Co and the C-Co Shareholders accurate and complete copies of the 1998 Intuit 10-K and all reports filed by Intuit with the SEC under Section 13 or 15(d) of the 1934 Act after the Intuit 10-K Filing Date and on or before the Agreement Date and any definitive proxy statement filed by Intuit with the SEC after the 10-K Filing Date and on or before the Agreement Date (the 1998 Intuit 10-K and any such reports or definitive proxy statement are collectively hereinafter referred to as the "INTUIT SEC DOCUMENTS"). To Intuit's knowledge, Intuit has filed as exhibits to the Intuit SEC Documents all required forms, reports, registration statements and documents required to be filed as exhibits thereto. As of their respective filing dates, documents filed by it Intuit with the SEC since January 1, 1997 (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as included in the “Buyer Intuit SEC Reports”), all of which Documents complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions requirements of the Securities 1933 Act and or the Exchange 1934 Act, as the case may be. The Buyer Intuit SEC Reports (including all Documents, this Agreement, the exhibits and schedules thereto hereto, and any certificates or documents incorporated by reference therein) did not, at the time they were filed (or, if amended or superseded by filing prior to the date of be delivered to C-Co pursuant to this Agreement, then on the date of such amended or superseding filing)when taken together, do not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements contained herein and therein, in light of the circumstances under which they such statements were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer With the exception of the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2017, the Company has filed with the SEC all required formsregistration statements, prospectuses, reports, registration schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1February 5, 1997 2016 (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer Company SEC ReportsDocuments”), all of which complied as to form ) and such Company SEC Documents when filed were true, correct and complete in all material respects. As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of this Agreement, then on such date of such amended or superseding filing) the Company SEC Documents complied in all material respects with the applicable provisions requirements of the Securities Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder) and the Exchange Act, as and the case may be. The Buyer rules and regulations of the SEC Reports (including all exhibits thereunder applicable to such Company SEC Documents and schedules thereto and documents incorporated by reference therein) did not, at the time they were it was filed (or, if amended or superseded by filing prior to amended, at the date of this Agreement, then on time (and taking into account the date content) of such amended or superseding filingamendment), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in The Company has made available to Purchasers correct and complete copies of all correspondence between the Buyer SEC ReportsSEC, to on the knowledge one hand, and the Company and any of Buyerits subsidiaries, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of on the Exchange Actother hand, occurring since February 5, 2016.;

SEC Filings. Buyer (a) Prior to the execution of this Agreement, the Company has timely filed with the SEC and has delivered or made available to Acquiror complete and accurate copies of all required forms, reports, registration schedules, statements and other documents required to be filed by it with the SEC since January 1, 1997 1995 under the Exchange Act or the Securities Act of 1933, as amended (collectively, together with all such subsequent forms, reports, registration schedules, statements and other documents filed after by the Company with the United States Securities and Exchange Commission (the "SEC") prior to the Effective Date, collectively, the "Company Public Reports"), including without limitation (i) the Company's Annual Reports on Form 10-K for the years ended December 31, 1996, 1995 and 1994, as amended, as filed under the Exchange Act with the SEC, (ii) all Company proxy statements and annual reports to shareholders used in connection with meetings of Company shareholders held since January 1, 1995, (iii) the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 are referred to herein and September 30, 1997, as filed under the “Buyer SEC Reports”), all of which complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects Exchange Act with the applicable provisions SEC. As of their respective dates, the Securities Act and the Exchange Act, as the case may be. The Buyer SEC Company Public Reports (including all exhibits and schedules thereto and documents incorporated by reference thereinx) did not, at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed misleading and (y) complied in all material respects with the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers applicable laws and directors has complied with all filing requirements under Section 13 rules and Section 16(a) regulations of the Exchange ActSEC. Since January 1, 1995, no subsidiary of the Company has been required to file any forms, reports, or other documents with the SEC.

SEC Filings. Buyer Purchaser has filed with the SEC all required forms, reports, registration statements reports and documents ----------- required to be filed by it with the Securities and Exchange Commission ("SEC") since March 2, 1995, and has provided to Seller and the Securityholders (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1995, (ii) its Quarterly Reports on Form 10-Q for the period ended Xxxxx 00, 0000, (xxx) the proxy statement relating to Purchaser's 1996 annual meeting of shareholders, (iv) the two prospectuses which form part of the two registration statements on Form S-1 declared effective by the SEC since January 1on March 2, 1997 1995 and August 17, 1995, respectively, and (v) the prospectus which forms part of the registration statement on Form S-3 declared effective by the SEC on May 16, 1996 (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer "Purchaser SEC Reports”"), all of which complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) . The Purchaser SEC reports were prepared in all material respects accordance with the applicable provisions requirements of the Securities Act and of 1933, as amended or the Securities Exchange ActAct of 1934, as amended, as the case may be. The Buyer SEC Reports (including all exhibits , and schedules thereto and documents incorporated by reference therein) did not, not at the time they were filed (oror declared effective, if amended or superseded by filing prior to as the date of this Agreement, then on the date of such amended or superseding filing)case may be, contain any untrue statement of a material fact or omit to state a material fact required to or be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer Since January 1, 1994, the Company has timely filed all required reports, statements, schedules and registration statements with the SEC all required forms, reports, registration statements and documents Commission required to be filed by it with the SEC since January 1Company pursuant to the Securities and Exchange Act of 1934, 1997 as amended (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer SEC Reports”"Exchange Act"), all of which complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the all applicable provisions requirements of the Securities Act and the Exchange Act, as the case may be. The Buyer Company has delivered to the Purchaser (i) its annual reports on Form 10-K for its fiscal years ended December 31, 1994 and 1995, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended June 30, 1996 and (iii) its proxy or information statements relating to meetings of, or action taken without a meeting by, the stockholders of the Company held since January 1, 1994 (the items described in clauses (i), (ii) and (iii) are collectively referred to as "SEC Reports (Filings"). The Company has not made any SEC Filing since the filing of its quarterly report on Form 10-Q for its fiscal quarter ending June 30, 1996. As of their respective dates, none of the SEC Filings, including all exhibits and without limitation, any financial statements or schedules thereto and documents incorporated by reference included therein) did not, at the time they were filed (orfiled, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain contained any untrue statement statements of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as Since June 30, 1996, neither the Company nor any Subsidiary has entered into any transaction that would be required to be disclosed in any SEC Filing pursuant to Item 404 of Regulation S-K promulgated by the Buyer SEC Reports, Commission pursuant to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) Securities Act if such SEC Filing was made as of the Exchange Actdate hereof.

SEC Filings. Buyer has Accurate and complete copies of each report (except for reports filed under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), registration statement and definitive proxy statement filed by Purchaser with the United States Securities and Exchange Commission (the "SEC") through the date of this Agreement (the "SEC Documents") are publicly available on the XXXXX system of the SEC. As of the time it was filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since January 1, 1997 (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer SEC Reports”), all of which complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions of the Securities Act and the Exchange Act, as the case may be. The Buyer SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended filing): (i) each of the SEC Documents complied in all 18. material respects with the applicable requirements of the Securities Act or superseding filing)Exchange Act, contain as the case may be, and the rules and regulations thereunder; and (ii) none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in The SEC Documents constitute all the Buyer SEC Reports, filings required to be made the Purchaser pursuant to the knowledge applicable requirements of Buyerthe Securities Act and the Exchange Act, each of Buyer’s officers and directors has complied with all filing requirements except for reports under Section 13 and Section 16(a) 16 of the Exchange Act.

SEC Filings. Buyer Except as set forth on SCHEDULE 4.4, quepasa has timely filed with the SEC United States Securities and Exchange Commission (the "SEC") all required forms, reports, definitive proxy statements, schedules and registration statements and documents (the "SEC REPORTS") required to be filed by it with the SEC pursuant to the Exchange Act or the Securities Act since January 1, 1997 (collectively1999. No Subsidiary of quepasa is required to file any report, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred form or document with the SEC pursuant to herein as the “Buyer SEC Reports”), all Exchange Act or the Securities Act. As of which complied as to form when filed (their respective filing dates or, if amended or superseded by filing prior to amended, as of the date of this Agreementthe last amendment, then on such date of such amended or superseding filing) in all material respects with except as contemplated by the applicable provisions letters dated January 11, 2001, April 9, 2001, May 4, 2001, June 21, 2001 and July 31, 2001 from the staff of the Securities Act and SEC to quepasa (together, the Exchange Act"SEC COMMENT LETTER"), as none of the case may be. The Buyer SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except The SEC Reports (including, without limitation, any financial statements and schedules included therein) when filed or, if amended, as disclosed of the date of the last amendment, except as contemplated by the SEC Comment Letter, complied in all material respects with the Buyer SEC Reports, to applicable requirements of the knowledge of Buyer, each of Buyer’s officers Securities Act and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer The Company has filed with delivered to the SEC all required formsInvestors true and correct copies of (a) the Company's annual reports on Form 10-KSB for the fiscal years ended December 31, reports1996 and 1995, registration (b) the Company's quarterly reports on Form 10 QSB for the fiscal quarters ended March 31, 1997, June 30, 1997 and September 30, 1997, (c) its proxy or information statements relating to meetings of, or actions taken by written consent of, the stockholders of the Company since June 1, 1995, and (d) any other documents required to be filed by it with the SEC Company pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), since January 1December 31, 1997 1995 (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are each of the foregoing collectively referred to herein as the “Buyer SEC Reports”"Disclosure Documents"). As of their respective dates, all of which the Disclosure Documents complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions requirements of the Securities Act and of 1933, as amended (the Exchange "1933 Act"), or the 1934 Act, as the case may be. The Buyer , and the rules and regulations of the SEC Reports (including all exhibits promulgated thereunder applicable to such Disclosure Documents, and schedules thereto and documents incorporated by reference none of the Disclosure Documents contained any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein) did not, at in the time light of the circumstances under which they were filed (ormade, if not misleading. Each registration statement, as amended or superseded supplemented, filed by filing prior the Company pursuant to the date 1933 Act, as of this Agreement, then on the date of such amended statement or superseding filing)amendment became effective, did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer The Company has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed by it with the SEC. The Company has made available to DRHI (i) its Annual Reports on Form 10-K for the fiscal years ended May 31, 1996 and 1997, (ii) its Quarterly Report on Form 10-Q for the period ended August 31, 1997, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since June 1, 1996, (iv) all other reports or registration statements (other than Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since January June 1, 1997 1996, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since June 1, 1996 (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer "Company SEC Reports”"), all of which complied as to form when filed . The Company SEC Reports (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filingi) were prepared in all material respects in accordance with the applicable provisions requirements of the Securities Act and or the Exchange Act, as the case may be. The Buyer SEC Reports , and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or superseding filing), ) contain any untrue statement of a material fact or omit to state a material fact 11 required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) None of the Exchange ActCompany Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings. Buyer (a) TTA has delivered to Arcada its annual report on Form 10-KSB for TTA's fiscal year ended May 31, 1996 and TTA's quarterly report of 10-QSB for TTA's first quarter ended August 31, 1996, and all of Purchaser's other reports, statements, schedules and registration statements filed with the SEC all required formsSecurities and Exchange Commission (the "SEC") since its inception, reports(b) as of its filing date, registration statements each such report or statement filed pursuant to the Securities Exchange Act of 1934, as amended, and documents required to be filed by it with the SEC since January 1, 1997 rules and regulations promulgated thereunder (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer SEC Reports”"1934 Act"), all of which complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions of the Securities 1934 Act and the Exchange Act, as the case may be. The Buyer SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (c) each such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act as of the date such statement or amendment became effective complied as to form in all material respects with the 1933 Act and did not 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, in light of the circumstances under which they were made, therein not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer has filed Full Disclosure. None of the Company's filings with the SEC all required forms, reports, registration statements Securities and documents required to be filed by it with Exchange Commission (the SEC "Commission") since January 1, 1997 (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer SEC Reports”), all of which complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions of the Securities Act and the Exchange Act, as the case may be. The Buyer SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), 1998 contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as ; the Company has, since January 1, 1998, timely filed all requisite forms, reports and exhibits thereto with the Commission; and the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997, Quarterly Reports on Forms 10-QSB for the quarters ended March 31, June 30, and September 30, 1998, and the Company's Current Reports on Form 8-K (Date of Reports: February 11, 1998 and May 26, 1998) filed by the Company with the Commission (collectively, the "SEC Reports") did not 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, in light of the circumstances under which they were made, not misleading; There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in the Buyer SEC Reports, writing to the knowledge of Buyer, each of Buyer’s officers undersigned which could reasonably be expected to materially and directors has complied with all filing requirements under Section 13 and Section 16(a) adversely affect the ability of the Exchange Act.Company to perform its obligations pursuant to this Agreement;

SEC Filings. Buyer The Company has filed with the SEC (i) all required forms, reports, registration statements and other documents required to be filed by it with the SEC since January Securities and Exchange Commission ("SEC'), including, without limitation (1) all Annual Reports on Form l0-KSB, 1997 (2) all Quarterly Reports on Form l0-QSB, (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Reports on Form 8-K, (5) all other reports or registration statements and (6) all amendments and supplements to all such reports and registration statements (collectively, the "the Company SEC Reports") and (ii) all forms, reports, statements and other documents required to be filed with any other applicable federal regulatory authorities (all such forms, reports, registration statements and other documents filed after January 1, 1997 are being referred to herein herein, collectively, as the “Buyer SEC "the Company Reports”"), all of which complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) . The Company Reports were prepared in all material respects in accordance with the requirements of applicable provisions of law (including, with respect to the Company SEC Reports, the Securities Act and the Exchange Act, as the case may be. The Buyer , and the roles and regulations of the SEC Reports thereunder applicable to such the Company SEC Reports) and (including all exhibits and schedules thereto and documents incorporated by reference thereiny) did not, not at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer The Company has filed with the SEC all required formsregistration statements, prospectuses, reports, registration schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 1997 (collectively, 1998. The Company has delivered or made available to Parent all such formsregistration statements, prospectuses, reports, registration schedules, forms, statements and other documents in the form filed after January 1with the SEC to the extent such documents are not available on the SEC's Electronic Data, 1997 Gathering, Analysis and Retrieval system ("EDGAR"). All such required registration statements, prospectuses, reportx, xxhedules, forms, statements and other documents (including those that the Company may file subsequent to the date hereof), as amended, are referred to herein as the “Buyer "Company SEC Reports”)". As of their respective dates, all of which the Company SEC Reports (i) were prepared in accordance and complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be. The Buyer , and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, except to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) extent corrected prior to the date hereof by a subsequently filed Company SEC Report. None of the Exchange ActCompany's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings. The Buyer has delivered to Company (i) the Buyer's Annual Report on Form 10-K for the fiscal year ended March 31, 2000 (the "Buyer 10-K"); (ii) its Quarterly Reports on Form 10-Q for its fiscal quarters ended June 26, 2000 and September 26, 2000 and filed with the SEC (the "Buyer 10-Qs"); (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since March 31, 2000 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since April 1, 1998 and through the date of this Agreement. The Buyer has timely filed all required reports, schedules, forms, reports, registration statements and other documents with the SEC since April 1, 1998 (collectively, the "Buyer SEC Documents"). As of their respective dates, or if amended, as of the date of the last such amendment, the Buyer SEC Documents complied, and all documents required to be filed by it the Buyer with the SEC since January 1, 1997 (collectively, all such forms, reports, registration statements after the date hereof and documents filed after January 1, 1997 are referred to herein as the “Buyer SEC Reports”), all of which complied as to form when filed (or, if amended or superseded by filing prior to the date of this AgreementMerger Date (the "Subsequent Buyer SEC Documents") will comply, then on such date of such amended or superseding filing) in all material respects with the applicable provisions requirements of the Securities 1933 Act and or the Exchange 1934 Act, as the case may be. The , and the applicable rules and regulations promulgated thereunder, and none of the Buyer SEC Reports (including all exhibits Documents contained, and schedules thereto and documents incorporated by reference therein) did notthe Subsequent Buyer SEC Documents when filed will not contain, at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer The Company has filed with the SEC all required forms, reports, registration statements and other documents required to be filed by it with (i) the Securities and Exchange Commission (the "SEC") including, without limitation, (A) all Annual Reports on Form 10-KSB, (B) all Quarterly Reports on Form 10-QSB, (C) all Reports on Form 8-K, (D) all other reports or registration statements and (E) all amendments and supplements to all such reports and registration statements (collectively referred to as the "SEC since January 1, 1997 Reports") and (collectively, ii) any other applicable state securities authorities (all such forms, reports, registration statements and other documents filed after January 1, 1997 are in (i) and (ii) of this Section II.4 being referred to herein herein, collectively, as the “Buyer SEC "Reports”"), all of which complied as to form when filed . The Reports (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filingi) were prepared in all material respects in accordance with the requirements of applicable provisions of law (including, with respect to the SEC Reports, the Securities Act of 1933 (the "Securities Act") and the Securities Exchange ActAct of 1934, as the case may be. The Buyer , and the rules and regulations of the SEC Reports thereunder applicable to such SEC Reports) and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except In addition, since the last Report and except as disclosed in Company press releases, there have been no material events involving the Buyer SEC Reports, to Company that require disclosure under the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Actsecurities laws.

SEC Filings. Buyer The Company has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed with the Securities and Exchange Commission (the "SEC") since June 30, 1997, and the Company has made available to the Purchasers, as filed with the SEC, complete and accurate copies of (i) the Annual Report of the Company on Form 10-K for the year ended June 30, 1998, and (ii) all other reports, statements and registration statements (including Current Reports on Form 8-K) filed by it the Company with the SEC since January 1June 30, 1997 1998, in each case including all amendments and supplements (collectively, all such formsthe "Company SEC Filings"). The Company SEC Filings (excluding any financial statements or schedules included therein, reports, registration statements which are covered by the representations and documents filed after January 1, 1997 are referred to herein as warranties of the “Buyer SEC Reports”Company in Section 2.07(a), all of which complied as to form when filed ) (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filingi) were prepared in all material respects compliance with the applicable provisions requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Exchange Act, and the rules and regulations thereunder, as the case may be. The Buyer SEC Reports , and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed of filing (oror if amended, if amended supplemented or superseded by a filing prior to the date of this Agreementhereof, then on the date of such amended or superseding that filing), ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer (a) The Company has filed with the SEC made available to Parent and Acquisition Sub accurate and complete copies of all required formsregistration statements, definitive proxy statements and other statements, reports, registration statements schedules, forms and other documents required to be (and all amendments or supplements thereto) filed by it Company with the SEC since January 127, 1997 2000 (collectivelythe "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Letter, all such formsstatements, reports, registration statements schedules, forms and other documents required to have been filed after by Company with the SEC since January 127, 1997 are referred to herein as 2000 have been so filed and in a timely manner. As of the “Buyer time it was filed with the SEC Reports”), all of which complied as to form when filed (or, if amended amended, supplemented or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions of the Securities Act and the Exchange Act, as the case may be. The Buyer SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or superseding filing)the Exchange Act (as the case may be) including, contain without limitation, with the provisions of SOX; and (ii) except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer The Company has filed with the SEC all required forms, reports, registration schedules, statements and documents other documents, including any exhibits thereto, required to be filed or furnished by it the Company with the SEC since January 1June 23, 1997 2010 under the Securities Exchange Act of 1934, as amended (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer Exchange Act”) or the Act, together with any amendments, restatements or supplements thereto (the “Company SEC Reports”), all of which complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) . The Company SEC Reports were prepared in all material respects in accordance with the applicable provisions requirements of the Securities Act and Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and the rules and regulations thereunder. The Buyer Company SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, at the time they were filed with the SEC (or, if amended except to the extent that information contained in any Company SEC Report has been revised or superseded by filing prior to the date of this Agreementa later filed Company SEC Report, then on the date of such amended or superseding filing), ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers The Company maintains disclosure controls and directors has complied with all filing requirements procedures required by Rule 13a-15(e) or 15d-15(e) under Section 13 and Section 16(a) of the Exchange Act. As of March 31, 2011, the Company’s officers concluded that such controls and procedures were not effective. As used in this Section, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. Except for a letter from the NYSE Amex dated May 24, 2011, the Company has not received any notice of delisting from any exchange.

SEC Filings. Buyer Company has filed with or furnished to the SEC all required formsregistration statements, prospectuses, reports, registration schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be so filed or furnished by it with the SEC since January 1, 1997 2005 (collectively, the "COMPANY SEC DOCUMENTS"). Company has made available to Parent all such formsCompany SEC Documents (except to the extent such Company SEC Documents are publicly available in the Electronic Data Gathering, reports, registration statements Analysis and documents filed after January 1, 1997 are referred to herein as Retrieval (XXXXX) database of the “Buyer SEC Reports”SEC), all . As of which complied as to form when filed their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of this Agreement, then on such date of such amended or superseding filing) the Company SEC Documents complied as to conform in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Exchange Act and the Exchange ActXxxxxxxx-Xxxxx Act of 2002 (the "XXXXXXXX-XXXXX ACT"), as applicable, and the case may berules and regulations of the SEC thereunder applicable to such Company SEC Documents. The Buyer None of the Company SEC Reports (Documents, including all any financial statements, schedules or exhibits and schedules thereto and documents included or incorporated by reference therein) did not, therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain hereof) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in None of Company's Subsidiaries is required to file any forms, reports or other documents with the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange ActSEC.

SEC Filings. Buyer The Company has filed with the SEC all required formsregistration statements, prospectuses, reports, registration schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 1997 (collectively, 1998. The Company has delivered or made available to Parent all such formsregistration statements, prospectuses, reports, registration schedules, forms, statements and other documents in the form filed after January 1with the SEC to the extent such documents are not available on the SEC's Electronic Data, 1997 Gathering, Analysis and Retrieval system ("EDGAR"). All such required registration statements, prospectuses, repoxxx, schedules, forms, statements and other documents (including those that the Company may file subsequent to the date hereof), as amended, are referred to herein as the “Buyer "Company SEC Reports”)". As of their respective dates, all of which the Company SEC Reports (i) were prepared in accordance and complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be. The Buyer , and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, except to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) extent corrected prior to the date hereof by a subsequently filed Company SEC Report. None of the Exchange ActCompany's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings. Buyer The Company has filed with the SEC all required formsregistration statements, prospectuses, reports, registration schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since January 1September 11, 1997 (collectively, 2000. The Company has made available to CEP all such formsregistration statements, prospectuses, reports, registration schedules, forms, statements and other documents in the form filed after January 1with the SEC. All such required registration statements, 1997 prospectuses, reports, schedules, forms, statements and other documents (including those that the Company may file subsequent to the date hereof), as amended, are referred to herein as the “Buyer Company SEC Reports”).” As of their respective dates, all of which the Company SEC Reports (i) were prepared in accordance and complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”), as the case may be. The Buyer , applicable to such Company SEC Reports and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, except to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) extent corrected prior to the date hereof by a subsequently filed Company SEC Report. None of the Exchange ActCompany’s Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings. Buyer EVTC has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed by it with the SEC by EVTC since January 1, 1997 2000 (collectively, all such formsthe "SEC Reports"). Except for the late filing of the report of EVTC on Form 10-K for the year ended September 30, reports2001 and the report of EVTC filed with the SEC on Form 10-Q for the quarter ended December 31, registration statements and documents 2001, which Form 10-Q has not been reviewed by the public accountants of EVTC pursuant to the Statement on Auditing Standards No. 71, the SEC Reports filed after subsequent to January 1, 1997 are referred to herein as the “Buyer SEC Reports”), all of which complied as to form when filed (or, if amended or superseded by filing 2000 and prior to the date of this AgreementAgreement (a) at the time filed (or if amended or superseded by a subsequent filing, then on such the date of such filing, all such amended or superseding filingsuperseded filings) complied as to form in all material respects with the applicable provisions requirements of the Securities Act and or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be. The Buyer SEC Reports , and (including all exhibits and schedules thereto and documents incorporated by reference thereinb) did not, not at the time they were filed (or, or if amended or superseded by filing prior to the date of this Agreementa subsequent filing, then on the date of such filing; all such amended or superseding filing), superseded filings) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements thereinin such SEC Reports, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer The Company has filed with the SEC all required forms, reports, registration statements and other documents required to be filed by it with (i) the SEC since January 1including, 1997 without limitation, (collectivelyA) all Annual Reports on Form 10-KSB, (B) all Quarterly Reports on Form 10-QSB, (C) all Reports on Form 8-K, (D) all other reports or registration statements and (E) all amendments and supplements to all such reports and registration statements (collectively referred to as the "SEC Reports") and (ii) any other applicable state securities authorities (all such forms, reports, registration statements and other documents filed after January 1, 1997 are in (i) and (ii) of this Section 2.4 being referred to herein herein, collectively, as the “Buyer SEC "Reports”"), all of which complied as to form when filed . The Reports (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filingi) were prepared in all material respects in accordance with the requirements of applicable provisions of law (including, with respect to the SEC Reports, the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be. The Buyer , and the rules and regulations of the SEC Reports thereunder applicable to such SEC Reports) and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in In addition, since the Buyer SEC Reportslast quarterly report of the Company on Form 10-QSB filed with the SEC, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements there have been no material events that require disclosure under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer (a) The Company has filed with delivered to Shell (i) its annual reports on Form 10-K for its fiscal years ended December 31, 1994, 1995 and 1996, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 1997 and June 30, 1997 ("COMPANY 10-Q"), (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the SEC all required forms, reports, registration statements and documents required to be filed by it with stockholders of the SEC Company held since January 1, 1997 1996, and (collectively, iv) all such forms, of its other reports, statements, schedules and registration statements filed with the Securities and documents filed after Exchange Commission (the "SEC") since January 1, 1997 are referred to herein as the “Buyer 1996 ("COMPANY SEC Reports”REPORTS"). (b) As of its filing date, all of which complied as to form when each such report or statement filed (or, if amended or superseded by filing prior pursuant to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions of the Securities Exchange Act and the Exchange Act, as the case may be. The Buyer SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) Each such registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act as of the date such statement or amendment became effective did not 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, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange ActSECTION 3.08.

SEC Filings. Buyer The Company has filed with the SEC all required forms, reports, registration statements and other documents required to be filed by it with (i) the SEC since January 1including, 1997 without limitation, (collectivelyA) all Annual Reports on Form 10-KSB, (B) all Quarterly Reports on Form 10-QSB, (C) all Reports on Form 8-K, (D) all other reports or registration statements and (E) all amendments and supplements to all such reports and registration statements (collectively referred to as the "SEC Reports") and (ii) any other applicable state securities authorities (all such forms, reports, registration statements and other documents filed after January 1, 1997 are in (i) and (ii) of this Section II.7 being referred to herein herein, collectively, as the “Buyer SEC "Reports”"), all of which complied as to form when filed . The Reports (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filingi) were prepared in all material respects in accordance with the requirements of applicable provisions of law (including, with respect to the SEC Reports, the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be. The Buyer , and the rules and regulations of the SEC Reports thereunder applicable to such SEC Reports) and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in In addition, since the Buyer SEC Reportslast quarterly report of the Company on Form 10-QSB filed with the SEC, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements there have been no material events that require disclosure under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer (a) The Company has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed by it with the SEC since January 1, 1997 1999 and has made available to Parent (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1999, 2000 and 2001, (ii) its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002, and, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 1999, (iv) all other reports or registration statements, including any Current Report on Form 8-K, filed by the Company with the SEC since January 1, 1999, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer "SEC Reports”"), all of which complied as to form when filed . The SEC ----------- Reports (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filingi) were prepared in all material respects in accordance with the applicable provisions requirements of the Securities Act and or the Exchange Act, as the case may be. The Buyer SEC Reports , and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or superseding filing), ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) None of the Exchange ActCompany's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings. Buyer DRHI has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed with the SEC. DRHI has made available to Company (i) its Annual Reports on Form 10-K for the fiscal years ended September 30, 1996 and 1997, (ii) its Proxy Statement, dated December 12, 1997, for its Annual Meeting of Stockholders, (iii) all 23 proxy statements relating to DRHI's meetings of stockholders (whether annual or special) held since October 1, 1995, (iv) all other reports or registration statements (other than Reports on Form 10-Q) filed by it DRHI with the SEC since January October 1, 1997 1995, and (v) all amendments and supplements to all such reports and registration statements filed by DRHI with the SEC since October 1, 1995 (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer "DRHI SEC Reports”"), all of which complied as to form when filed . The DRHI SEC Reports (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filingi) were prepared in all material respects in accordance with the applicable provisions requirements of the Securities Act and or the Exchange Act, as the case may be. The Buyer SEC Reports , and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or superseding filing), ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) None of the Exchange ActDRHI Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings. Buyer has filed with the SEC Since August 1, 1995, all required forms, reports, proxy statements and registration statements and documents required to be filed by it ONS with the SEC since January 1pursuant to the Securities Act, 1997 and the Securities and Exchange Act of 1934, as amended (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer SEC Reports”"1934 Act"), all of which have been timely filed with the SEC and complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions requirements of the Securities Act, the 1934 Act and the rules and regulations under the Securities Act and the Exchange 1934 Act, and none of such reports, proxy statements or registration statements contained as of their respective dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the case may be. The Buyer SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference statements therein) did not, at in light of the time circumstances under which they were filed (ormade, if amended or superseded by filing prior not misleading. In addition, the Merger Proxy Statement insofar as it relates to ONS, as of the date of this Agreement, then on mailing of the Merger Proxy Statement by ONS to its stockholders and as of the date of the ONS stockholders meeting to which such amended or superseding filing)Merger Proxy Statement relates, (i) will comply in all material respects with the provisions of the 1934 Act and the rules and regulations thereunder and (ii) except with respect to any information relating to the Exchanging Partners provided to ONS by the Exchanging Partners in writing specifically for use in the Merger Proxy Statement, will not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer (a) Since January 1, 2003, the Company and each Subsidiary thereof (including solely for purposes of this Section 4.6 and the definition of SEC Reports, the Primrose Companies) has filed all forms, reports, schedules, statements and other documents and amendments required to be filed with the SEC all required forms, reports, registration statements under the Securities Act and documents required to be filed by it with the SEC since January 1, 1997 Exchange Act (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer SEC Reports”). Other than as set forth in the Company’s restatement of financial statements regarding accounting for leases and leasehold improvements as discussed in Item 7 and in Note 2 of the Notes to Consolidated Financial Statements in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, all 2004, (i) each of which complied as to form when the SEC Reports on the respective dates they were filed (orand, if as amended or superseded by filing prior to the date of this Agreementhereof, then on such the date of such amended or superseding filing) , complied in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act, as the case may be. The Buyer , and (ii) none of the SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did notReports, at the time they were filed (or, if as amended or superseded by filing prior to the date of this Agreementhereof, then on the date of such amended or superseding filing), contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) No Subsidiary of the Exchange ActCompany is required to file any forms, reports, schedules, statements or other documents with the SEC.

SEC Filings. Buyer The Company has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed with the Securities and Exchange Commission (the "SEC") since the completion of the Company's initial public offering on February 18, 2000, and the Company has made available to the Purchasers, as filed with the SEC, complete and accurate copies of (i) the Annual Report of the Company on Form 10-K for the years ended December 31, 1999 and 2000, and (ii) all other reports, statements and registration statements (including but not limited to Current Reports on Form 8-K and Quarterly Reports on Form 10-Q) filed by it the Company with the SEC since January 1December 31, 1997 2000, in each case including but not limited to all amendments and supplements (collectively, all such formsthe "COMPANY SEC FILINGS"). The Company SEC Filings (excluding any financial statements or schedules included therein, reports, registration statements which are covered by the representations and documents filed after January 1, 1997 are referred to herein as warranties of the “Buyer SEC Reports”Company in Section 2.07(a)), all of which complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filingi) were prepared in all material respects compliance with the applicable provisions requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the Exchange Actrules and regulations thereunder, as the case may be. The Buyer SEC Reports , and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed of filing (oror if amended, if amended supplemented or superseded by a filing prior to the date of this Agreementhereof, then on the date of such amended or superseding that filing), ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer The Company has filed with the SEC all required formsregistration statements, prospectuses, reports, registration schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 1997 (collectively, 1998. The Company has delivered or made available to Parent all such formsregistration statements, prospectuses, reports, registration schedules, forms, statements and other documents in the form filed after January 1with the SEC to the extent such documents are not available on the SEC's Electronic Data, 1997 Gathering, Analysis and Retrieval system ("EDGAR"). All such required registration statements, prospectuses, rxxxxxs, schedules, forms, statements and other documents (including those that the Company may file subsequent to the date hereof), as amended, are referred to herein as the “Buyer "Company SEC Reports”)". As of their respective dates, all of which the Company SEC Reports (i) were prepared in accordance and complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be. The Buyer , and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not, not at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, except to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) extent corrected prior to the date hereof by a subsequently filed Company SEC Report. None of the Exchange ActCompany's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings. Buyer The Company has filed with the SEC all required forms, reports, registration statements statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since January 1, 1997 2008 (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer Company SEC Reports”). Each of the Company SEC Reports, all of which complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Securities Act”), the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002 and the published rules and regulations of the SEC thereunder (the “Xxxxxxxx-Xxxxx Act”), each as in effect on the case may be. The Buyer SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, at the time they were date so filed (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing). None of the Company SEC Reports contained, when filed or, if amended or superseding filing)supplemented prior to the date hereof, contain as of the date of such amendment or supplement, any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer (a) The Company has filed with delivered to Merger Sub (i) its Form 10-K (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the SEC all required forms, reports, registration statements and documents required to be filed by it with stockholders of the SEC Company held since January 1, 1997 1997, and (collectively, iii) all such forms, of its other reports, statements, schedules and registration statements filed with the Securities and documents filed after Exchange Commission (the “SEC”) since January 1, 1997 are referred to herein as the “Buyer SEC Reports”)1997. (b) As of its filing date, all of which complied as to form when each such report or statement filed (or, if amended or superseded by filing prior pursuant to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions of the Securities Exchange Act and the Exchange Act, as the case may be. The Buyer SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading except for such statements or omissions as may have been modified by subsequent filings prior to the date of this Agreement pursuant to the Exchange Act. (c) Each such registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act of 1933, as amended, as of the date such statement or amendment became effective did not 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, in light of the circumstances under which they were made, therein not misleading. Except misleading except for such statements or omissions as disclosed in the Buyer SEC Reports, may have been modified by subsequent filings prior to the knowledge date of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of this Agreement pursuant to the Exchange Act. SECTION 3.08.

SEC Filings. Buyer The Company has filed with heretofore delivered or made available to Wavetech copies of the SEC Company's (a) Latest 10-K, (b) Latest 10-Q, (c) definitive proxy statement relating to the Company's 1998 annual meeting of shareholders held on July 30, 1998, and (e) all required forms, other reports, registration registrations statements and other documents required to be filed by it the Company with the SEC since January 1, 1997 1995, in each case as filed with the SEC (collectively, the "Company SEC Filings"), and the Company has heretofore made available to Wavetech all such forms, other reports, registration statements and other documents filed after by the Company with the SEC under the Exchange Act or the Securities Act since the Company's inception. Except as set forth in the Disclosure Letter, since January 1, 1997 are referred 1995, the Company has timely filed all reports, registration statements and other documents required to herein as be filed with the “Buyer SEC Reports”)under the rules and regulations of the SEC, and all of which such reports, registration statements and other documents complied as to form when filed (or, if amended or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions requirements of the Securities Act and or the Exchange Act, as the case may be. The Buyer SEC Reports (including all exhibits As of their respective dates, the reports, statements and schedules thereto and other documents incorporated by reference therein) referred to in the immediately preceding sentence did not, at the time they were filed (or, if amended or superseded by filing prior to the date of this Agreement, then on the date of such amended or superseding filing), not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) of the Exchange Act.

SEC Filings. Buyer (a) The Company has made available to Parent and Acquisition Sub accurate and complete copies of all registration statements, definitive proxy statements and other statements, reports, schedules, forms and other documents (and all amendments or supplements thereto) filed by the Company with the SEC since November 1, 2000 (the “Company SEC Documents”). Except as set forth on Section 3.5 of the Company Disclosure Letter, all statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC since November 1, 2000 have been so filed and in a timely manner. As of the time it was filed with the SEC all required forms(or if amended, reports, registration statements and documents required to be filed by it with the SEC since January 1, 1997 (collectively, all such forms, reports, registration statements and documents filed after January 1, 1997 are referred to herein as the “Buyer SEC Reports”), all of which complied as to form when filed (or, if amended supplemented or superseded by filing prior to the date of this Agreement, then on such date of such amended or superseding filing) in all material respects with the applicable provisions of the Securities Act and the Exchange Act, as the case may be. The Buyer SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended filing): (i) each of the Company SEC Documents complied in all material respects with the then-applicable requirements of the Securities Act or superseding filing)the Exchange Act (as the case may be) including, without limitation, with the provisions of SOX, to the extent then-applicable; and (ii) except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the Buyer SEC Reports, to the knowledge of Buyer, each of Buyer’s officers and directors has complied with all filing requirements under Section 13 and Section 16(a) None of the Exchange ActCompany’s Subsidiaries is required to file any documents with the SEC.