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

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the information supplied by the Company for inclusion in the Registration Statement shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied or to be supplied by the Company Finisar for inclusion in the Registration Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by the Company Finisar for inclusion in the Joint Proxy Statement/Prospectus will Statement shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersstockholders of Finisar or Optium, at the time of the Shareholders Meetings and Finisar Stockholders' Meeting, at the time of the Optium Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Finisar Stockholders' Meeting or the Optium Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Finisar or any of its affiliatesAffiliates, officers or directors should be discovered by the Company Finisar which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Finisar shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusOptium.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement (as defined in Section 3.12) shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statementjoint proxy statement/Prospectus prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS' MEETING") and to be sent to the stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the Merger (the "PARENT STOCKHOLDERS' MEETING," and together with the Company Stockholder Meeting, the "STOCKHOLDERS' MEETINGS") (such joint proxy 15 21 statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders' Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders' Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act Parent and the rules and regulations thereunderMerger Sub. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Omega for inclusion in the registration statement on Form S-4 (or such other successor form as shall be appropriate) pursuant to which the shares of Newco Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Omega for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of Omega in connection with the meeting of Omega's shareholders to consider the Merger (the "Omega Shareholders Meeting") and to the shareholders of Online in connection with the meeting of Online's shareholders to consider the Merger (the "Online Shareholders Meeting" and, together with the Omega Shareholders Meeting, collectively herein referred to as "Shareholders Meetings") (such joint proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms sent as aforesaid, the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the "Joint Proxy Statement/Prospectus Prospectus" is first mailed to shareholderseither the shareholders of Omega or Online, at the time of the either of the Shareholders Meetings and or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for either of the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors information should be discovered by the Company Omega which should be set forth in an amendment to the Registration Statement or a supplement to the "Joint Proxy Statement/Prospectus", the Company will Omega shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements Online of the Securities Act, the Exchange Act and the rules and regulations thereundersuch event or information. Notwithstanding the foregoing, the Company Omega makes no representation representation, warranty or warranty covenant with respect to any information supplied by Parent or Merger Sub Online which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

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

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Newco for inclusion in the Registration Statement (or such other successor form as shall not, be appropriate) shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Newco for inclusion in the Joint Proxy Statement/Prospectus will shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to either of Omega's or Online's shareholders, at the time times of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit omits to state any material fact necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Online Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors information should be discovered by the Company Newco which should be set forth in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Statement/ Prospectus, the Company Newco will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements Omega and Online of the Securities Act, the Exchange Act and the rules and regulations thereundersuch event or information. Notwithstanding the foregoing, the Company neither Newco nor Merger Subs makes no representation any representation, warranty or warranty covenant with respect to any information supplied by Parent or Merger Sub on behalf of Online or any of its affiliates which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement (as defined in Section 3.13) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statementjoint proxy statement/Prospectus prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING") and to be sent to the stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the Merger (the "PARENT STOCKHOLDERS MEETING," and together with the Company Stockholder Meeting, the "STOCKHOLDERS MEETINGS") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false 16- or misleading with respect to any material fact, or will shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act Parent and the rules and regulations thereunderMerger Sub. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, in or furnished in connection with the preparation of, of the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied or to be supplied by the Company Xxxxx for inclusion in the Registration Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by the Company Xxxxx for inclusion in the Joint Proxy Statement/Prospectus will Statement shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersstockholders of Xxxxx or Oak, at the time of the Shareholders Meetings and Xxxxx Stockholders’ Meeting, at the time of the Oak Stockholders’ Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Xxxxx Stockholders’ Meeting or the Oak Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Xxxxx or any of its affiliatesAffiliates, officers or directors should be discovered by the Company Xxxxx which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Xxxxx shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusOak.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Online for inclusion in the Registration Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Online for inclusion in the Joint Proxy Statement/Prospectus will shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholderseither the shareholders of Omega or Online, at the time of either of the Shareholders Meetings and or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for either of the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors information should be discovered by the Company Online which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Online shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements Omega of the Securities Act, the Exchange Act and the rules and regulations thereundersuch event or information. Notwithstanding the foregoing, the Company Online makes no representation representation, warranty or warranty covenant with respect to any information supplied by Parent Omega, Newco or the Merger Sub Subs which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the Company for inclusion in the Joint Proxy Statement"JOINT PROXY STATEMENT/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersPROSPECTUS") will, at the time dates mailed to the shareholders of Company, at the times of the Shareholders Meetings shareholders meeting of Company (the "COMPANY SHAREHOLDERS' MEETING") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "PARENT STOCKHOLDERS' MEETING") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The -------------------------------------------------------- information supplied by the Company OSI for inclusion in the Registration Statement on Form S-4 (the "Registration Statement") pursuant to which the shares of LRC Common Stock issuable in the Merger will be registered with the SEC shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company OSI for inclusion in the joint proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of OSI and LRC in connection with the meeting of OSI's stockholders to consider the Merger (the "OSI Stockholders Meeting") and the meeting of LRC's stockholders to consider the Merger (the "LRC Stockholders Meeting") (such Proxy Statement as amended or supplemented, together with the letters to stockholders, notices of meeting, forms of proxies to be distributed to stockholders in connection with the Merger and any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "Joint Proxy Statement/Prospectus will ") shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersstockholders of OSI or LRC, at the time of the Shareholders Meetings and OSI Stockholders Meeting or the LRC Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings OSI Stockholders Meeting or the LRC Stockholder Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors information should be discovered by the Company OSI which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will OSI shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act LRC and the rules and regulations thereunderMerger Sub. Notwithstanding the foregoing, the Company OSI makes no representation representation, warranty or warranty covenant with respect to any information supplied by Parent LRC or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Parent and Merger Sub for inclusion in the Registration Statement Joint Proxy Statement/Prospectus shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Parent for inclusion in the Joint Proxy Statement/Prospectus will shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersthe Company's shareholders and the Parent stockholders, at the time of the Company Shareholders Meetings Meeting and the Parent Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein therein, in light of the circumstances under which it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meetings Meeting or the Parent Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors information should be discovered by the Company Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent or Merger Sub will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderCompany. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation representation, warranty or warranty covenant with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion in the registration statement of Parent on Form S-4 pursuant to which shares of Parent Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which with they were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus will Prospectus") to be sent to the stockholders of Company in connection with the special meeting of Company stockholders to consider this Agreement (the "Company Stockholders Meeting") and to the stockholders of Parent in connection with the special meeting of Parent stockholders to consider the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholders Meeting") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of Parent and Company, or at the time of the Shareholders Meetings and Company Stockholders Meeting, or at the Effective Time, time of the Parent Stockholders Meeting (if one is held) contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; misleading or omit to state any material fact necessary to correct any statement made by Company in any earlier communication by Company with respect to the solicitation of proxies for the Shareholders Meetings Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or to be supplied by Parent or Merger Sub which is or will be contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Kana for inclusion in the Registration Statement shall notnot contain, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which with they were made, not misleading. The information supplied by the Company Kana for inclusion in the Joint Proxy Statement/Prospectus will to be sent to the stockholders of Silknet in connection with the Silknet Stockholders Meeting and to the stockholders of Kana in connection with the Kana Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of Kana and Silknet, at the time of the Shareholders Meetings and Silknet Stockholders Meeting, at the time of the Kana Stockholders Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Kana Stockholders Meeting or the Silknet Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Kana or any of its affiliates, officers or directors affiliates should be discovered by the Company Kana which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Kana shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusSilknet.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement shall noton Form S-4 registering the Buyer Common Stock to be issued in the Merger (the “Registration Statement”) as it relates to the Company and Company Subsidiaries, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the Company Special Meeting (such joint proxy statement/prospectus, as amended and supplemented is referred to in this Agreement as the “Joint Proxy Statement/Prospectus”), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Company Special Meeting, the Buyer Special Meeting and at the Effective Time shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to the Company or any of its affiliates, officers or directors should Company Subsidiary shall occur which is required to be discovered by the Company which should be set forth described in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereundershareholders of Buyer. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Buyer which is contained in the Registration Statement or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The -------------------------------------------------------- information supplied by the Company LRC for inclusion in the Registration Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company LRC for inclusion in the Joint Proxy Statement/Prospectus will Statement to be sent to the stockholders of LRC and stockholders of OSI in connection with the LRC Stockholders Meeting and the OSI Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersthe stockholders of OSI and LRC, at the time of the Shareholders Meetings and LRC Stockholders Meeting or the OSI Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings LRC Stockholders Meeting or the OSI Stockholder Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors information should be discovered by the Company LRC which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will LRC shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderOSI. Notwithstanding the foregoing, the Company LRC makes no representation representation, warranty or warranty covenant with respect to any information supplied by Parent or Merger Sub OSI which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied or to be supplied by the Company Optium for inclusion in the registration statement on Form S 4 pursuant to which shares of Finisar Common Stock issuable in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by the Company Optium for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus will ") to be sent to the stockholders of Optium in connection with the meeting of Optium's stockholders to consider this Agreement and the Merger (the "Optium Stockholders' Meeting") and in connection with the meeting of Finisar's stockholders to consider the issuance of shares of Finisar Common Stock pursuant to the Merger (the "Finisar Stockholders' Meeting") shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersstockholders of Optium or Finisar, at the time of the Shareholders Meetings and Optium Stockholders' Meeting, at the time of the Finisar Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Optium Stockholders' Meeting or the Finisar Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Optium or any of its affiliatesAffiliates, officers or directors should be discovered by the Company Optium which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Optium shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusFinisar.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company ValueVision or its Subsidiaries or about ValueVision or its Subsidiaries by ValueVision's agents for inclusion in the registration statement on Form S-4 pursuant to which shares of Parent Common Stock issued in the Mergers will be registered under the Securities Act (the "Registration Statement Statement"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make 20 the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company ValueVision or its Subsidiaries for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of National Media and ValueVision in connection with the meeting of ValueVision' stockholders (the "ValueVision Stockholders' Meeting") and the meeting of National Media's stockholders (the "National Media Stockholders' Meeting") to consider this Agreement and the Mergers (the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of ValueVision or National Media, at the time of the Shareholders Meetings ValueVision Stockholders' Meeting and the National Media Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings ValueVision Stockholders' Meeting or the National Media Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company ValueVision or any of its affiliatesAffiliates, officers or directors should be discovered by the Company ValueVision which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will ValueVision shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusNational Media.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company IMSI for inclusion or incorporation by reference in the Registration Statement (as defined in Section 4.14) shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements statement included therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company IMSI for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders of IMSI in connection with the meeting of the stockholders of IMSI to consider the Merger (the "IMSI Stockholders' Meeting") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus Prospectus"), will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and IMSI Stockholders' Meeting, or at the Effective Time, contain any statement whichstatement, which at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings IMSI Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company IMSI or any of its respective affiliates, officers or directors should be discovered by the Company IMSI which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will IMSI shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderDCDC. Notwithstanding the foregoing, the Company IMSI makes no representation or warranty with respect to any information supplied by Parent or Merger Sub DCDC which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion in the Registration Statement (as defined in Section 3.4(b)) shall not, not at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (including any amendments a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplements theretosupplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is declared effective by first mailed to Company's stockholders and Parent's stockholders or at the SECtime of the Company Stockholders' Meeting or the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent the Company in Section 2.13, the information supplied by registration statement (the Company for inclusion "REGISTRATION STATEMENT") pursuant to which the Parent Common Stock to be issued in the Registration Statement Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Parent for inclusion or incorporation in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders, at the time of the Shareholders Stockholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Parent, Merger Sub or any of its their respective affiliates, officers or directors should be discovered by the Company Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent or Merger Sub will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with 28- the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderCompany. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent GT in Section 2.133.13, the information supplied by the Company in writing specifically for inclusion in the Registration Statement (as defined in Section 3.13) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Merger (the "Company Shareholders' Meeting") and to the shareholders of GT in connection with the meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Shareholders Meetings and Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform ParentGT and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent GT or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent the Company in Section 2.132.28, the information supplied by registration statement (the Company for inclusion "Registration Statement") pursuant to which the Parent Common Stock to be issued in the Registration Statement Merger will be registered with the SEC shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company Parent in writing specifically for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Parent or any of its affiliatesSubsidiaries or any of their respective officers, officers directors, stockholders or directors Affiliates should be discovered by the Company Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Parent shall promptly inform Parentthe Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderExchange Act. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Company Information which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied or to be supplied by the Company Oak for inclusion in the registration statement on Form S-4 pursuant to which shares of Xxxxx Common Stock issuable in the Merger will be registered with the SEC (the “Registration Statement Statement”) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by the Company Oak for inclusion in the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus will ”) to be sent to the stockholders of Oak in connection with the meeting of Oak’ stockholders to consider this Agreement and the Merger (the “Oak Stockholders’ Meeting”) and in connection with the meeting of Zoran’s stockholders to consider the issuance of shares of Xxxxx Common Stock pursuant to the Merger (the “Xxxxx Stockholders’ Meeting”) shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersstockholders of Oak or Xxxxx, at the time of the Shareholders Meetings and Oak Stockholders’ Meeting, at the time of the Xxxxx Stockholders’ Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Oak Stockholders’ Meeting or the Xxxxx Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Oak or any of its affiliatesAffiliates, officers or directors should be discovered by the Company Oak which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Oak shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusXxxxx.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Registration Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by the Company National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Joint Proxy Statement/Prospectus will shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of National Media or ValueVision, at the time of the Shareholders Meetings National Media Stockholders' Meeting and the ValueVision Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings National Media Stockholders' Meeting or the ValueVision Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company National Media or any of its affiliatesAffiliates, officers or directors should be discovered by the Company National Media which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will National Media shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusValueVision.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Acquirer for inclusion in the Registration Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Acquirer for inclusion in the Joint Proxy Statement/Prospectus will Statement shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersstockholders of Target, at the time of the Shareholders Meetings and at the Effective TimeTarget Stockholder's Meeting, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Target Stockholders' Meeting which has become materially false or misleading. If at any time prior to the Effective Time Stockholders' Meetings any event relating to the Company Acquirer or any of its affiliatesAffiliates, officers or directors should be discovered by the Company Acquirer which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Acquirer shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusTarget.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company TCA in writing for inclusion or incorporation by reference in the Registration Statement shall noton Form S-4 registering the Thoratec Common Stock to be issued in the Merger (the "Registration Statement") as it relates to TCA, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading. The information to be supplied by TCA in writing for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of TCA in connection with the TCA Special Meeting and to the shareholders of Thoratec in connection with the Thoratec Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to as the "Joint Proxy Statement/Prospectus"), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the TCA Special Meeting and the Thoratec Special Meeting, and at the Effective Time shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will notIf, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time Time, any event relating with respect to the Company TCA or any of its affiliates, officers or directors should Subsidiaries shall occur which is required to be discovered by the Company which should be set forth described in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will such event shall be so described, and an amendment or supplement shall be promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects filed with the requirements SEC and, as required by law, disseminated to the stockholders of the Securities ActTCA, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoingThoratec or both, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectusas appropriate.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to (a) As promptly as practicable after the accuracy execution of this Agreement, Parent, with the cooperation of the representations Company, shall prepare and file with the SEC a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being the "Registration Statement"), containing a joint proxy statement/prospectus for stockholders of the Company and Parent (in the form mailed to Parent or Company stockholders, as applicable, the "Joint Proxy Statement/Prospectus") (together with any amendments thereof or supplements thereto), in connection with the registration under the Securities Act of the offer and sale of Parent Common Stock to be issued in Section 2.13the Merger and the other transactions contemplated by this Agreement. Parent shall use all reasonable efforts, and the Company will cooperate with (b) The information supplied by the Company for inclusion in the Registration Statement shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECeffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company for inclusion in (i) the Joint Proxy Statement/Prospectus will to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting shall not, on at the date the Joint Proxy Statement/Prospectus (or any supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Company Stockholders Meeting or at the Effective TimeTime and (ii) the Joint Proxy Statement/Prospectus to be sent to the stockholders of Parent in connection with the Parent Stockholders Meeting shall not, at the date the Joint Proxy (c) The information supplied by Parent for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein not false misleading. The information supplied by Parent for inclusion in (i) the Joint Proxy Statement/Prospectus to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting shall not, at the date the Joint Proxy Statement/Prospectus (or misleading; any supplement thereto) is first mailed to stockholders, at the time of the Company Stockholders Meeting or at the Effective Time and (ii) the Joint Proxy Statement/Prospectus to be sent to the stockholders of Parent in connection with the Parent Stockholders Meeting shall not, at the date the Joint Proxy Statement/Prospectus (or any supplement thereto) is first mailed to stockholders, at the time of the Parent Stockholders Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to correct any statement make the statements therein, in any earlier communication with respect to the solicitation light of proxies for the Shareholders Meetings circumstances under which has become false or they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company Parent or any of its affiliates, or to their respective officers or directors directors, should be discovered by the Company which Parent that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform the Company thereof in writing. All documents that Parent is responsible for filing with the SEC in connection with the transactions contemplated hereby will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable requirements of the Securities Act, Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion in the registration statement of Parent on Form S-4 pursuant to which shares of Parent Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not, ---------------------- at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which with they were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus (the "Joint Proxy ----------- Statement/Prospectus will Prospectus") to be sent to the stockholders of Company in connection -------------------- with the special meeting of Company stockholders to consider this Agreement (the "Company Stockholders Meeting") and to the stockholders of Parent in connection ---------------------------- with the special meeting of Parent stockholders to consider the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholders ------------------- Meeting") shall not, on the date the Joint Proxy Statement/Prospectus is first ------- mailed to shareholdersstockholders of Parent and Company, or at the time of the Shareholders Meetings and Company Stockholders Meeting, or at the Effective Time, time of the Parent Stockholders Meeting (if one is held) contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; misleading or omit to state any material fact necessary to correct any statement made by Company in any earlier communication by Company with respect to the solicitation of proxies for the Shareholders Meetings Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or to be supplied by Parent or Merger Sub which is or will be contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The registration statement on Form S-4 to be filed with the accuracy of the representations of Parent in Section 2.13, the information supplied SEC by the Company for inclusion in connection with the issuance of Company Common Stock pursuant to this Agreement (the “Registration Statement shall notStatement”) (and any amendment or supplement thereto), at the time the Registration Statement (including and any amendments amendment or supplements supplement thereto) is filed, at the time the Registration Statement (and any amendment or supplement thereto) is declared effective by the SECSEC and at the Effective Time, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will notProspectus, on at the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to shareholders, the Company and ANI stockholders and at the time of the Shareholders Meetings Company Special Meeting and at the Effective TimeANI Special Meeting (or any adjournment or postponement thereof), will not contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they were made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior The representations and warranties contained in this Section 4.19 will not apply to the Effective Time any event relating to the Company statements or any of its affiliates, officers or directors should be discovered by the Company which should be set forth omissions included in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall (and, in each case, any amendment or supplement thereto) based upon information regarding ANI or any ANI Subsidiary supplied to the Company in writing by ANI for use therein (it being understood that all other information in the Registration Statement and Joint Proxy Statement/Prospectus (and, in each case, any amendment or supplement thereto) will be deemed to have been supplied by the Company). The Registration Statement and Joint Proxy Statement/Prospectus (and, in each case, any amendment or supplement thereto) will, when filed, comply as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoingand, the Company makes no representation or warranty with respect subject to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation ofSection 5.4(d), the Joint Proxy Statement/ProspectusProspectus will include the Company Board Recommendation.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company for inclusion in the registration statement on Form S-4 pursuant to which shares of Partner Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement Statement"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by the Company for inclusion in the joint proxy statement/ 38 45 prospectus (the "Joint Proxy Statement/Prospectus will ") to be sent to the stockholders of Partner and Company in connection with the meeting of Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Meeting") and the meeting of Partner's stockholders to consider the Partner Voting Proposal (the "Partner Stockholders' Meeting") shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersstockholders of Company or Partner, at the time of the Shareholders Meetings Company Stockholders' Meeting and at the Effective TimePartner Stockholders' Meeting, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Company Stockholders' Meeting or the Partner Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliatesAffiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform ParentPartner. The Joint Proxy Statement/Prospectus shall comply If at any time prior to the Effective Time any event relating to Partner or any of its Affiliates, officers or directors should be discovered by Partner which should be set forth in all material respects with an amendment to the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation Registration Statement or warranty with respect a supplement to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus, Partner shall promptly inform Company.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to The information regarding ANI and the accuracy of the representations of Parent in Section 2.13, the information ANI Subsidiaries supplied by the Company ANI for inclusion in the Registration Statement shall not(and any amendment or supplement thereto), at the time the Registration Statement (including and any amendments amendment or supplements supplement thereto) is filed, at the time the Registration Statement (and any amendment or supplement thereto) is declared effective by the Securities and Exchange Commission (the “SEC”) and at the Effective Time, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information regarding ANI and the ANI Subsidiaries supplied by the Company ANI for inclusion in the joint proxy statement/prospectus to be sent to (a) the Company’s stockholders in connection with the solicitation of proxies in favor of (i) the approval of the Company Charter Amendments and (ii) the approval of the issuance of shares of Company Common Stock pursuant to this Agreement (and any amendment or supplement thereto) and (b) ANI’s stockholders in connection with the solicitation of proxies in favor of the adoption of this Agreement and the approval of the transactions contemplated by this Agreement, including the Merger (the “Joint Proxy Statement/Prospectus will notProspectus”), on in each case, at the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to shareholders, the Company and ANI stockholders and at the time of the Shareholders Meetings Company Special Meeting and at the Effective TimeANI Special Meeting (or any adjournment or postponement thereof), will not contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they were made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior The representations and warranties contained in this Section 3.20 will not apply to the Effective Time any event relating to the Company statements or any of its affiliates, officers or directors should be discovered by the Company which should be set forth omissions included in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/ProspectusProspectus (and, in each case, any amendment or supplement thereto) based upon information regarding the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, or any the Company makes no representation or warranty with respect to any information Subsidiary supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation ofCompany for use therein. Subject to Section 5.3(d), the Joint Proxy Statement/ProspectusProspectus will include the ANI Board Recommendation.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, ------------------------------------------------------- the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent ADSs in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the "Joint Proxy Statement/Prospectus") will, at the dates mailed to the stockholders of Company, at the times of the stockholders' meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby, at the dates mailed to the shareholders of Parent, at the times of the shareholders' meeting of Parent (the "Parent Shareholders' Meeting") in connection with the Share Issuance and as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statement made, omitted or incorporated by reference on the basis of information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with omitted from, any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by Iron or required to be supplied by Iron (except to the Company extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Steel Common Stock to be issued in the Merger (including the shares of Steel Common Stock issuable pursuant to the Iron Options and Warrants) will be registered under the Securities Act (including any amendments or supplements, the “Registration Statement Statement”) shall not, at the time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC, is amended or supplemented or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by Iron or required to be supplied by Iron (except to the Company extent revised or superseded by amendments or supplements) for inclusion in the proxy statement relating to Iron Stockholders Meeting and the Steel Stockholders Meeting (such joint proxy statement, together with the prospectus relating to the shares of Steel Common Stock to be issued in the Merger, in each case as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus will Prospectus”) shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to shareholdersIron’s stockholders and Steel’s stockholders, at the time of the Shareholders Meetings Iron Stockholders Meeting and the Steel Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of Iron for the Shareholders Meetings Iron Stockholders Meeting or by or on behalf of Steel for the Steel Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall Statement will comply in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Company Iron makes no representation representation, warranty or warranty covenant with respect to any information supplied or required to be supplied solely by Parent or Merger Sub Steel which is contained in or incorporated by reference in, or furnished in connection with omitted from any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1 hereof (the Company for inclusion in the Joint Proxy Statement"JOINT PROXY STATEMENT/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersPROSPECTUS") will, at the time dates mailed to the stockholders of Company, at the times of the Shareholders Meetings stockholders meeting of Company (the "COMPANY STOCKHOLDERS' MEETING") in connection with the transactions contemplated hereby at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "PARENT STOCKHOLDERS' MEETING") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement (as defined in Section 3.13) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "Company Stockholders Meeting") and to be sent to the stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the Merger (the "Parent Stockholders Meeting," and together with the Company Stockholder Meeting, the "Stockholders Meetings") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus Prospectus"), will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act Parent and the rules and regulations thereunderMerger Sub. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, in or furnished in connection with the preparation of, of the Registration Statement or the Joint Proxy Statement/Prospectus.

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

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the information supplied by the Company for inclusion in the The Registration Statement shall not, not at the time it becomes effective under the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, therein not misleading. The Registration Statement shall, as of the time it becomes effective under the Securities Act be prepared in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder applicable thereto. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will Statement shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersPredix’s stockholders, and at the time of the Shareholders Meetings and at the Effective TimePredix Stockholders’ Meeting, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Predix Stockholders’ Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respect with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to the Company EPIX or any of its affiliates, officers or directors should be discovered by the Company EPIX which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will EPIX shall promptly inform Parent. The Joint Proxy Statement/Prospectus Predix, and EPIX shall comply promptly commence preparation of such amendment or supplement in all material respects accordance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderSection 5.01. Notwithstanding the foregoing, the Company EPIX makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Predix and its subsidiaries which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company with respect to the Company and its Subsidiaries and their respective officers, directors, stockholders and other Affiliates (collectively, the "Company Information") for inclusion in the Registration Statement (as defined in Section 3.23) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information Company Information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "Company Stockholders Meeting") and, if required, to the stockholders of the Parent in connection with the meeting of the stockholders of the Parent (the "Parent Stockholders Meeting" and, together with the Company Stockholders Meeting, the "Stockholders Meetings") to consider the Parent Common Stock Issuance (as defined in Section 5.3) (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or its Subsidiaries or any of its affiliatestheir respective officers, officers directors, stockholders or directors other Affiliates should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.inform

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent the Company in Section 2.13, the information supplied by registration statement on Form S-4 (or on such other form as shall be appropriate) (as it may be amended, the Company for inclusion "Registration Statement") pursuant to which the Tyco Common Shares to be issued in connection with the Registration Statement Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Tyco, Beta or Merger Sub in writing specifically for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, shareholders or at the time of the Shareholders Meetings and at the Effective TimeMeetings, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Tyco, Beta, Merger Sub or any of its their respective affiliates, officers or directors should be discovered by the Company Tyco, Beta or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Beta or Merger Sub will promptly inform Parentthe Company. The Registration Statement and Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes Beta and Merger Sub make no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement (as defined in Section 3.12) shall not, not at the time the Registration Statement (including any amendments or and supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statementjoint proxy statement/Prospectus prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING") and to be sent to the stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the Merger (the "PARENT STOCKHOLDERS MEETING," and together with the Company Stockholder Meeting, the "STOCKHOLDERS MEETINGS") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act Parent and the rules and regulations thereunderMerger Sub. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Seller for inclusion or incorporation by reference in the Registration Statement shall noton Form S-4 registering the Buyer Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to Seller, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading. The information supplied by Seller for inclusion in the proxy statement/prospectus to be sent to the shareholders of Seller in connection with the Seller Special Meeting (such proxy statement/prospectus, as amended and supplemented, is referred to herein as the "PROXY STATEMENT/PROSPECTUS"), at the date the Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Seller Special Meeting and at the Effective Time will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to the Company Seller or any of its affiliates, officers or directors should the Seller Subsidiaries shall occur which is required to be discovered by described in the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will such event shall be so described, and an amendment or supplement shall be promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects filed with the requirements SEC and, as required by law, disseminated to the shareholders of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusSeller.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of Company in connection with the meeting of Company's shareholders to consider the Merger (the "Company Shareholders Meeting") and to the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the Merger (the "Parent Stockholders Meeting") (such joint proxy 21 26 statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersCompany's shareholders and the Parent stockholders, at the time of the Company Shareholders Meetings Meeting and the Parent Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meetings Meeting or the Parent Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors information should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation representation, warranty or warranty covenant with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company Western Power or its Subsidiaries or about Western Power or its Subsidiaries by Western Power's agents for inclusion in the registration statement on Form S-4 pursuant to which shares of Parent Common Stock issued in the Mergers will be registered under the Securities Act (the "Registration Statement Statement"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Western Power or its Subsidiaries for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of E-Mobile and Western Power in connection with the meeting of Western Power' stockholders (the "Western Power Stockholders' Meeting") and the meeting of E-Mobile's stockholders (the "E-Mobile Stockholders' Meeting") to consider this Agreement and the Mergers (the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of Western Power or E-Mobile, at the time of the Shareholders Meetings Western Power Stockholders' Meeting and the E-Mobile Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Western Power Stockholders' Meeting or the E-Mobile Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Western Power or any of its affiliatesAffiliates, officers or directors should be discovered by the Company Western Power which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Western Power shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusE-Mobile.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Parent the Company in Section 2.13: (i) the registration statement on Form S-4 (or on such other form as shall be appropriate) (as it may be amended, the information supplied by "Registration Statement"), pursuant to which the Parent Common Stock to be delivered to the stockholders of the Company for inclusion by Parent in connection with the Registration Statement Merger will be registered with the SEC, shall not, at the time respective times the Registration Statement (including any amendments or supplements thereto) is filed with the SEC or declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, therein not misleading. The ; and (ii) the information supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders or, at the time of the Shareholders Meetings and Company Stockholder Meeting or at the Effective Timetime of the meeting of the stockholders of Parent (the "Parent Stockholders Meeting") to consider proposals for (1) an increase in the authorized capital of Parent in an amount at least sufficient for (x) the issuance of Parent Common Stock in the Merger as provided in this Agreement, (y) the issuance of Parent Common Stock upon conversion of the outstanding Company Convertible Notes (in accordance with the conversion ratio as in effect on the date hereof) and (z) the issuance of Parent Common Stock upon exercise of all outstanding Company Stock Options as provided in this Agreement and (2) the authorization of the issuance of Parent Common Stock as provided in the preceding clause (1) (such proposals, the "Parent Stockholders Meeting Proposals"), contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier written communication to stockholders with respect to the solicitation of proxies for the Shareholders Meetings respective Stockholders Meeting which has become false or misleading. . (b) If at any time prior to the Effective Time respective vote of stockholders at the Stockholders Meetings, any event relating to the Company Parent, Merger Sub or any of its their respective affiliates, officers or directors should be is discovered by the Company Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Parent or Merger Sub shall promptly inform Parent. the Company. (c) The Registration Statement and the Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of all applicable laws, including the Securities Act, the Exchange Act and the rules and regulations thereunder. Exchange Act. (d) Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation or warranty with respect to any information supplied by Parent the Company or Merger Sub which any third party that is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Registration Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by the Company National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Joint Proxy Statement/Prospectus will shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of National Media or ValueVision, at the time of the Shareholders Meetings National Media Stockholders' Meeting and the ValueVision Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madeA-24 00 xxxxx xx xxxe, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings National Media Stockholders' Meeting or the ValueVision Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company National Media or any of its affiliatesAffiliates, officers or directors should be discovered by the Company National Media which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will National Media shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusValueVision.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied by the Company for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Parent Merger and the shares of Surviving Corporation Common Stock to be issued in the Reincorporation Merger, and any amendments or supplements thereto (the "Registration Statement") or (b) the proxy or information statement to be distributed, together with the prospectus included in the Registration Statement shall notStatement, in connection with the respective meetings of the Company's and Parent's shareholders (the "Shareholders Meetings") to vote upon this Agreement and the transactions contemplated hereby, and any amendments or supplements thereto (the "Proxy Statement/Prospectus") will, in the case of the Registration Statement, at the time it becomes effective and at the Registration Statement (including any amendments or supplements thereto) is declared effective by time of the SECShareholders Meetings, and in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof to shareholders and at the time of the Shareholders Meetings, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities ActLaws, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes except that no representation or warranty is made by Company with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectusderived therefrom for inclusion therein.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent the Company in Section 2.13, the information supplied by registration statement (the Company for inclusion "REGISTRATION STATEMENT") pursuant to which the Parent Common Stock to be issued in the Registration Statement Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Parent for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of the Company, at the time of the Shareholders Meetings Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Parent, Merger Sub or any of its their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should, under the Company which should applicable requirements of the Securities Act or the Exchange Act be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent or Merger Sub will promptly inform Parentthe Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents. The Registration Statement and Joint Proxy Statement/Prospectus shall comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Registration Statement/Prospectus.. 20

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of Company in connection with the meeting of Company's shareholders to consider the Merger (the "Company Shareholders Meeting") and to the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the Merger (the "Parent Stockholders Meeting") (such joint proxy 21 23 statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersCompany's shareholders and the Parent stockholders, at the time of the Company Shareholders Meetings Meeting and the Parent Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meetings Meeting or the Parent Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors information should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation representation, warranty or warranty covenant with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Silknet for inclusion in the registration statement of Kana on Form S-4 pursuant to which shares of Kana Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement ------------ Statement") shall notnot contain, at the time the Registration Statement (including any amendments or supplements thereto) is --------- declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which with they were made, not misleading. The information supplied by the Company Silknet for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus will Prospectus") to be sent to the -------------------------------- stockholders of Silknet in connection with the special meeting of Silknet stockholders to consider this Agreement and the Merger (the "Silknet ------- Stockholders Meeting") and to the stockholders of Kana in connection with the -------------------- special meeting of Kana stockholders to consider the issuance of Kana Common Stock in connection with the Merger (the "Kana Stockholders Meeting") shall not, ------------------------- on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of Kana and Silknet, at the time of the Shareholders Meetings and Silknet Stockholders Meeting, at the time of the Kana Stockholders Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Kana Stockholders Meeting or the Silknet Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Silknet or any of its affiliates, officers or directors affiliates should be discovered by the Company Silknet which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Silknet shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusKana.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The -------------------------------------------------------- information supplied by the Company for inclusion in the Registration Statement (as defined in Section 3.4(b)) shall not, not at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (including any amendments a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplements theretosupplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is declared effective by first mailed to Company's stockholders and Parent's stockholders or at the SECtime of the Company Stockholders' Meeting or the Parent Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement shall noton Form S-4 registering the Buyer Common Stock to be issued in the Merger (the "Registration Statement") as it relates to the Company and Company Subsidiaries, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the Company Special Meeting (such joint proxy statement/prospectus, as amended and supplemented is referred to in this Agreement as the "Joint Proxy Statement/Prospectus"), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Company Special Meeting, the Buyer Special Meeting and at the Effective Time shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to the Company or any of its affiliates, officers or directors should Company Subsidiary shall occur which is required to be discovered by the Company which should be set forth described in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereundershareholders of Buyer. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Buyer which is contained in the Registration Statement or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject (a) As promptly as practicable after the date of this Agreement (but in any event within ten (10) days following the date of this Agreement), the Parent shall prepare (and Company shall cooperate in preparing) the Form S-4 Registration Statement, and Parent shall prepare and cause to be filed with the accuracy SEC the Form S-4, which will include the Joint Proxy Statement. Parent shall (i) cause the Form S-4 Registration Statement and the Joint Proxy Statement therein to comply with the applicable rules and regulations promulgated by the SEC; (ii) promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the representations SEC or its staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent and the Company shall cause the definitive Joint Proxy Statement to be mailed to their respective shareholders or stockholders, as applicable, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its subsidiaries and shareholders or stockholders, as applicable, that may be required or reasonably requested in connection with any action contemplated by this Section 2.134.12, including the information supplied Company’s obligation to provide any and all financial statements required to be included in the Form S-4 Registration Statement (and any amendments thereto). Each party bears the cost of printing its own information. If either Parent or the Company becomes aware of any action taken or not taken or of any developments regarding their respective businesses, in any such case that is known by the Company for inclusion in and the Parent, as applicable, that would cause the Form S-4 Registration Statement shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, to contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false misleading: (i) such party shall promptly inform the other party thereof; (ii) the parties will cooperate fully to cause an amendment or supplement to be made to the Form S-4 Registration Statement, such that the Form S-4 Registration Statement no longer contains an untrue statement of a material fact or omits to state a material fact required to be stated herein or necessary to the make the statements therein no misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to (iii) Parent shall provide the Company (and its counsel) with a reasonable opportunity to review and comment on any amendment or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Form S-4 Registration Statement/Prospectus, ; (iv) Parent shall provide the Company will with a copy of any amendment or supplement to the Form S-4 Registration Statement promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects after it is filed with the requirements of the Securities Act, the Exchange Act SEC; and (v) Parent and the rules and regulations thereunder. Notwithstanding the foregoingCompany shall, the Company makes no representation if appropriate, disseminate any such amendment or warranty supplement to their respective shareholders or stockholders, as applicable, in accordance with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectusapplicable Law.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the (a) The information supplied by the Company Representing Party for inclusion in the registration statement on Form S-4 pursuant to which shares of NPI Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall notnot contain, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Representing Party for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus will ") to be sent to the stockholders of the Company in connection with the special meeting of the Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders Meeting") and to the stockholders of NPI in connection with the special meeting of NPI's stockholders to consider the issuance of NPI Common Stock in connection with the Merger (the "NPI Stockholders Meeting") shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersstockholders of NPI and the Company, at the time of the Shareholders Meetings Company Stockholders Meeting, at the time of the NPI Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, matter or will omit to state any material fact necessary in order to make the statements therein contained in the Joint Proxy Statement not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings NPI Stockholders Meeting or the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company Doubletree for inclusion in the registration statement on Form S-4 pursuant to which shares of Parent Common Stock issued in the Mergers will be registered under the Securities Act (the "Registration Statement Statement"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Doubletree for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Promus and Doubletree in connection with the meeting of Doubletree's stockholders (the "Doubletree Stockholders' Meeting") and the meeting of Promus's stockholders (the "Promus Stockholders' Meeting") to consider this Agreement and the Mergers (the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of Doubletree or Promus, at the time of the Shareholders Meetings Doubletree Stockholders' Meeting and the Promus Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Doubletree Stockholders' Meeting or the Promus Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Doubletree or any of its affiliatesAffiliates, officers or directors should be discovered by the Company Doubletree which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Statement/ Prospectus, the Company will Doubletree shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusPromus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company E-Mobile or its Subsidiaries or about E-Mobile or its Subsidiaries by E-Mobile's agents for inclusion in the Registration Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by the Company E-Mobile or its Subsidiaries or about E-Mobile or its Subsidiaries by E-Mobile's agents for inclusion in the Joint Proxy Statement/Prospectus will shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of E-Mobile or Western Power, at the time of the Shareholders Meetings E-Mobile Stockholders' Meeting and the Western Power Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings E-Mobile Stockholders' Meeting or the Western Power Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company E-Mobile or any of its affiliatesAffiliates, officers or directors should be discovered by the Company E-Mobile which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will E-Mobile shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusWestern Power.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company Parent for inclusion in (i) the Registration Statement shall not, will at the time it becomes effective under the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company for inclusion in misleading and (ii) the Joint Proxy Statement/Prospectus will shall not, (a) on the date the Joint Proxy Statement/Prospectus is first mailed to Parent's stockholders and Company's shareholders, (b) at the time of the Shareholders Meetings Parent Stockholders' Meeting or the Company Shareholders' Meeting and (c) at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Parent Stockholders' Meeting or the Company Shareholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to the Company Parent or any of its affiliates, officers or directors should be discovered by the Company Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Parent shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderCompany. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which Company that is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1 (the Company for inclusion in "JOINT PROXY STATEMENT/PROSPECTUS") will, at the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first dates mailed to shareholdersthe respective stockholders of Company and Parent, at the time of the Shareholders Meetings stockholders' meeting of Company in connection with the adoption of this Agreement (the "COMPANY STOCKHOLDERS' MEETING"), at the time of the stockholders' meeting of Parent in connection with the Share Issuance (the "PARENT STOCKHOLDERS' MEETING") and at as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements applicable provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained included or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the Company for inclusion in the "Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersProspectus") will, at the time dates mailed to the shareholders of Company, at the times of the Shareholders Meetings shareholders meeting of Company (the "Company Shareholders' Meeting") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "Parent Stockholders' Meeting") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company ValueVision or its Subsidiaries or about ValueVision or its Subsidiaries by ValueVision's agents for inclusion in the registration statement on Form S-4 pursuant to which shares of Parent Common Stock issued in the Mergers will be registered under the Securities Act (the "Registration Statement Statement"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company ValueVision or its Subsidiaries for inclusion in the A-15 23 joint proxy statement/prospectus to be sent to the stockholders of National Media and ValueVision in connection with the meeting of ValueVision' stockholders (the "ValueVision Stockholders' Meeting") and the meeting of National Media's stockholders (the "National Media Stockholders' Meeting") to consider this Agreement and the Mergers (the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of ValueVision or National Media, at the time of the Shareholders Meetings ValueVision Stockholders' Meeting and the National Media Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings ValueVision Stockholders' Meeting or the National Media Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company ValueVision or any of its affiliatesAffiliates, officers or directors should be discovered by the Company ValueVision which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will ValueVision shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusNational Media.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the -------------------------------------------------------- information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1 hereof (the Company for inclusion in the "Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersProspectus") will, at the time dates mailed to the stockholders of Company, at the times of the Shareholders Meetings stockholders meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "Parent Stockholders' Meeting") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Parent and Merger Sub in Section 2.13, 3.13: (i) the information supplied by the Company for inclusion in the Registration Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, therein not misleading. The ; and (ii) the information supplied by the Company for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting and to the stockholders of Parent in connection with the Parent Stockholders Meeting (the Company Stockholders Meeting and the Parent Stockholders Meeting together being referred to as the "Stockholders Meetings"; and such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, stockholders or at the time respective times of the Shareholders Meetings and at the Effective TimeStockholders Meetings, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier written communication to stockholders with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. . (b) If at any time prior to the Effective Time respective vote of stockholders at the Stockholders Meetings, any event relating to the Company or any of its respective affiliates, officers or directors should be is discovered by the Company which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. Parent and Merger Sub. (c) The Joint Proxy Statement/Prospectus (to the extent it relates to information supplied by the Company for inclusion or incorporation by reference) shall comply in all material respects with the requirements of all applicable laws, including the Securities Act, the Exchange Act and the rules and regulations thereunder. Exchange Act. (d) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which or any third party that is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the ------------------------------------------------------- information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the Company for inclusion in the "Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersProspectus") will, at the time dates mailed to the shareholders of Company, at the times of the Shareholders Meetings shareholders meeting of Company (the "Company Shareholders' Meeting") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "Parent Stockholders' Meeting") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent the Company in Section 2.13, the information supplied by registration statement (the Company for inclusion "REGISTRATION STATEMENT") pursuant to which the Parent Common Stock to be issued in the Registration Statement Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders, at the time of the Shareholders Stockholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Parent, Merger Sub or any of its their respective affiliates, officers or directors should be discovered by the Company Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent or Merger Sub will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderCompany. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.133.13, the information supplied by the Company for inclusion in the Registration Statement (as defined in Section 3.13) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statementjoint proxy statement/Prospectus prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "STOCKHOLDERS MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should should, under the applicable requirements of the Securities Act or the Exchange Act, be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform ParentParent and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the (a) The information supplied by the Company Representing Party for inclusion in the registration statement on Form S-4 pursuant to which shares of SWAT Common Stock issued in the Merger and shares of SWAT Common Stock issuable pursuant to Section 2.14 of this Agreement will be registered with the SEC (the “Registration Statement Statement”) shall notnot contain, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Representing Party for inclusion in the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus will ”) to be sent to the stockholders of the Company in connection with the special meeting of the Company’s stockholders to consider this Agreement and the Merger (the “Company Stockholders Meeting”) and to the stockholders of SWAT in connection with the special meeting of SWAT’s stockholders to consider the issuance of SWAT Common Stock in connection with the Merger (the “SWAT Stockholders Meeting”) shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersstockholders of SWAT and the Company, at the time of the Shareholders Meetings Company Stockholders Meeting, at the time of the SWAT Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, matter or will omit to state any material fact necessary in order to make the statements therein contained in the Joint Proxy Statement not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings SWAT Stockholders Meeting or the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company with respect to the Company and its Subsidiaries and their respective officers, directors, stockholders and other Affiliates (collectively, the "Company Information") for inclusion in the Registration Statement (as defined in Section 3.23) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information Company Information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "Company Stockholders Meeting") and, if required, to the stockholders of the Parent in connection with the meeting of the stockholders of the Parent (the "Parent Stockholders Meeting" and, together with the Company Stockholders Meeting, the "Stockholders Meetings") to consider the Parent Common Stock Issuance (as defined in Section 5.3) (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or its Subsidiaries or any of its affiliatestheir respective officers, officers directors, stockholders or directors other Affiliates should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderExchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the “S-4”) will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1 (the Company for inclusion in the “Joint Proxy Statement/Prospectus will notProspectus”) will, on at the date the Joint Proxy Statement/Prospectus is first dates mailed to shareholdersthe respective stockholders of Company and Parent, at the time of the Shareholders Meetings stockholders’ meeting of Company in connection with the adoption of this Agreement (the “Company Stockholders’ Meeting”), at the time of the stockholders’ meeting of Parent in connection with the Share Issuance (the “Parent Stockholders’ Meeting”) and at as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements applicable provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained included or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion in the Registration Statement shall not, at the time (i) the Registration Statement (including any amendments or supplements theretoas defined in Section 2.5(b)) is declared will at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, therein not misleading and (ii) the proxy statement/prospectus to be sent to the shareholders of Company and stockholders of Parent in light connection with the meeting of Company's shareholders to consider the approval and adoption of this Agreement and the approval of the circumstances under which they were made, not misleading. The information supplied by Merger (the Company for inclusion "COMPANY SHAREHOLDERS' MEETING") and in connection with the Joint Proxy Statementmeeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS' MEETING") (such proxy statement/Prospectus will prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersCompany's shareholders and Parent's stockholders, at the time of the Shareholders Meetings Company Shareholders' Meeting or the Parent Stockholders' Meeting and at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Company Shareholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent the Company in Section 2.13, the information supplied by registration statement (the Company for inclusion "Registration Statement") pursuant to which the Parent Common Stock to be issued in the Registration Statement Merger will be registered with the SEC shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Parent for inclusion or incorporation in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders, at the time of the Shareholders Stockholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Parent, Merger Sub or any of its their respective affiliates, officers or directors should be discovered by the Company Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent or Merger Sub will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderCompany. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form F-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "F-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared F-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the Company for inclusion in the Joint Proxy Statement"JOINT PROXY STATEMENT/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersPROSPECTUS") will, at the time dates mailed to the stockholders of Company, at the times of the Shareholders Meetings stockholders meeting of Company (the "COMPANY STOCKHOLDERS' MEETING") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "PARENT STOCKHOLDERS' MEETING") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Genesis Delaware in connection with the issuance of shares of Genesis Delaware Common Stock in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Acquiror pursuant to Section 6.1 hereof (the Company for inclusion in the "Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersProspectus") will, at the time dates mailed to the stockholders of Company, at the times of the Shareholders Meetings stockholders meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby at the dates mailed to the shareholders of Acquiror, at the times of the shareholders' meeting of Acquiror (the "Acquiror Shareholders' Meeting") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent Acquiror or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the ------------------------------------------------------- information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form F-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "F-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared F-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the Company for inclusion in the "Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersProspectus") will, at the time dates mailed to the stockholders of Company, at the times of the Shareholders Meetings stockholders meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "Parent Stockholders' Meeting") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company Cross for inclusion in the registration statement on Form S-4 pursuant to which shares of Interpore Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement Statement"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Cross for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Interpore and Cross in connection with the meeting of Cross's stockholders (the "Cross Stockholders' Meeting") and the meeting of Interpore's stockholders (the "Interpore Stockholders' Meeting") to consider this Agreement and the Merger (the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of Cross or Interpore, at the time of the Shareholders Meetings Cross Stockholders' Meeting and the Interpore Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Cross Stockholders' Meeting or the Interpore Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Cross or any of its affiliatesAffiliates, officers or directors should be discovered by the Company Cross which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Cross shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusInterpore.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Seller for inclusion or incorporation by reference in the Registration Statement shall noton Form S-4 registering the Buyer Common Stock to be issued in the Merger (the “Registration Statement”) as it relates to Seller, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading. The information supplied by Seller for inclusion in the proxy statement/prospectus to be sent to the shareholders of Seller in connection with the Seller Special Meeting (such proxy statement/prospectus, as amended and supplemented, is referred to herein as the “Proxy Statement/Prospectus”), at the date the Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Seller Special Meeting and at the Effective Time will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to the Company Seller or any of its affiliates, officers or directors should the Seller Subsidiaries shall occur which is required to be discovered by described in the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will such event shall be so described, and an amendment or supplement shall be promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects filed with the requirements SEC and, as required by law, disseminated to the shareholders of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusSeller.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company N2K for inclusion or incorporation by reference in the registration statement on Form S-4 pursuant to which shares of NewCo Common Stock issued in the Mergers will be registered under the Securities Act (the "Registration Statement Statement"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company N2K for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders of CDnow and N2K in connection with the meeting of N2K's stockholders (the "N2K Stockholders' Meeting") and the meeting of CDnow's stockholders (the "CDnow Stockholders' Meeting") to consider this Agreement and the Mergers (the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of N2K or CDnow, at the time of the Shareholders Meetings N2K Stockholders' Meeting and the CDnow Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings N2K Stockholders' Meeting or the CDnow Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company Predix for inclusion in the Registration Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading. The information to be supplied by Predix for inclusion in the joint proxy statement/ prospectus to be sent to the stockholders of Predix and EPIX in connection with the meeting of Predix’s stockholders to consider the approval of this Agreement and the Merger (the “Predix Stockholders’ Meeting”) and in connection with the meeting of EPIX’s stockholders to consider the approval of this Agreement, the Merger and the issuance of shares of EPIX Common Stock pursuant to the terms of the Merger (the “EPIX Stockholders’ Meeting”) (such joint proxy statement/ prospectus as amended or supplemented is referred to herein as the “Joint Proxy Statement”) shall not, on the date the Joint Proxy Statement is first mailed to EPIX’s stockholders, and Table of Contents at the time of the EPIX Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings EPIX Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time Time, any event relating to the Company Predix, its subsidiaries or any of its their affiliates, officers or directors should be discovered by the Company Predix or its subsidiaries which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Predix shall promptly inform ParentEPIX of such event. The Joint Proxy Statement/Prospectus shall Statement will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company Predix makes no representation or warranty with respect to any information supplied by Parent or Merger Sub EPIX which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by Iron or required to be supplied by Iron (except to the Company extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the Registration Statement registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Steel Common Stock to be issued in the Merger (including the shares of Steel Common Stock issuable pursuant to the Iron Options and Warrants) will be registered under the Securities Act (including any amendments or supplements, the "REGISTRATION STATEMENT") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC, is amended or supplemented or is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by Iron or required to be supplied by Iron (except to the Company extent revised or superseded by amendments or supplements) for inclusion in the Joint Proxy Statementproxy statement relating to Iron Stockholders Meeting and the Steel Stockholders Meeting (such joint proxy statement, together with the prospectus relating to the shares of Steel Common Stock to be issued in the Merger, in each case as amended or supplemented from time to time, the "JOINT PROXY STATEMENT/Prospectus will PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to shareholdersIron's stockholders and Steel's stockholders, at the time of the Shareholders Meetings Iron Stockholders Meeting and the Steel Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of Iron for the Shareholders Meetings Iron Stockholders Meeting or by or on behalf of Steel for the Steel Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall Statement will comply in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Company Iron makes no representation representation, warranty or warranty covenant with respect to any information supplied or required to be supplied solely by Parent or Merger Sub Steel which is contained in or incorporated by reference in, or furnished in connection with omitted from any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent Beta in Section 2.133.13, the information supplied by the Company in writing specifically for inclusion in the Registration Statement (as defined in Section 3.13) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Merger (the "Company Shareholders Meeting"), and to the shareholders of Tyco in connection with the meeting of the shareholders of Tyco to consider the issuance of the Tyco Common Shares in connection with the Merger (the "Tyco Shareholders Meeting" and, together with the Company Shareholders Meeting, the "Shareholders Meetings") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, shareholders or at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform ParentBeta and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderExchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent Tyco, Beta or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.

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

Registration Statement; Joint Proxy Statement/Prospectus. Subject to The information regarding ANI and the accuracy of the representations of Parent in Section 2.13, the information ANI Subsidiaries supplied by the Company ANI for inclusion in the Registration Statement shall not(and any amendment or supplement thereto), at the time the Registration Statement (including and any amendments amendment or supplements supplement thereto) is filed, at the time the Registration Statement (and any amendment or supplement thereto) is declared effective by the Securities and Exchange Commission (the “SEC”) and at the Effective Time, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information regarding ANI and the ANI Subsidiaries supplied by the Company ANI for inclusion in the joint proxy statement/prospectus to be sent to (a) the Company’s stockholders in connection with the solicitation of proxies in favor of the approval of the issuance of shares of Company Common Stock pursuant to this Agreement (and any amendment or supplement thereto) and (b) ANI’s stockholders in connection with the solicitation of proxies in favor of the adoption of this Agreement and the approval of the transactions contemplated by this Agreement, including the Merger (the “Joint Proxy Statement/Prospectus will notProspectus”), on in each case, at the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to shareholders, the Company and ANI stockholders and at the time of the Shareholders Meetings Company Special Meeting and at the Effective TimeANI Special Meeting (or any adjournment or postponement thereof), will not contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they were made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior The representations and warranties contained in this Section 3.20 will not apply to the Effective Time any event relating to the Company statements or any of its affiliates, officers or directors should be discovered by the Company which should be set forth omissions included in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/ProspectusProspectus (and, in each case, any amendment or supplement thereto) based upon information regarding the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, or any the Company makes no representation or warranty with respect to any information Subsidiary supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation ofCompany for use therein. Subject to Section 5.3(d), the Joint Proxy Statement/ProspectusProspectus will include the ANI Board Recommendation.