Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. Axent has previously furnished or made available to Raptor complete and accurate copies, as amended or supplemented, of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and (b) all other reports filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23, 1996 (such reports are collectively referred to herein as the "Axent Reports"). The Axent Reports constitute all of the documents required to be filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC. As of their respective dates, the Axent Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent included in the Axent Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axent.

Reports and Financial Statements. Axent has previously furnished or made available From January 1, 1997 to Raptor complete the date hereof and accurate copies, as amended or supplemented, of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and (b) at all other reports material times, except where failure to have done so did not and would not have a Material Adverse Effect on Brassie, Brassie has filed by Axent under Sections 13all reports, 14 or 15(d) of the Exchange Act registrations and statements, together with any required amendments thereto, that it was required to file with the SEC since April 23SEC, 1996 including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (such reports are collectively referred to herein as collectively, the "Axent Brassie Reports"). The Axent Reports constitute all of the documents required to be filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC. As of their respective datesdates (but taking into account any amendments filed prior to the date of this Agreement), the Axent Brassie Reports complied in all material respects with applicable all the rules and regulations promulgated by the SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent Brassie included in the Axent Brassie Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods covered thereby presented (except except, as may be indicated therein or in the notes theretonoted therein, and or, in the case of quarterly financial the unaudited statements, as permitted by Form 10-Q under of the Exchange Act), (iiiSEC) and fairly present (subject, in the case of the unaudited statements, to normal audit adjustments) the financial position of Brassie and its consolidated financial condition, results of operations and cash flows of Axent subsidiaries as of the respective dates date thereof and the results of their operations and their cash flows for the periods referred to therein, and (iv) are consistent with the books and records of Axentthen ended.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and (b) all other reports filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SEC Securities and Exchange Commission ("SEC") since April 23the quarter ended September 27, 1996 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SECSEC since such date. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ Nasdaq requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Reports Buyer Reports: (ia) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, ; (iib) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), ; (iiic) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, ; and (ivd) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent has previously furnished or made available to Raptor complete Each of (a) the Company's Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2006, June 30, 2006 and accurate copiesSeptember 30, 2006, (b) the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, (c) the definitive proxy statement for the Company's 2006 annual meeting of stockholders and (d) any Current Reports on Form 8-K filed with the SEC by the Company since January 1, 2006 (as such documents have since the time of their filing been amended or supplemented, of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and (b) all other reports filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23, 1996 (such reports are collectively referred to herein as the "Axent SEC Reports"). The Axent Reports constitute all of the documents required to be filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC. As of their respective dates, the Axent Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, at the time of filing (or the time of subsequent amendment or supplement, in the case of any SEC Reports that have been subsequently amended or supplemented). The audited consolidated financial statements and unaudited interim consolidated financial statements of Axent (including, in each case, the notes, if any, thereto) included in the Axent SEC Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout during the periods covered thereby involved (except as may be indicated therein or in the notes thereto, thereto and in the case of quarterly financial statements, except with respect to unaudited statements as permitted by Form 10-Q under QSB of the Exchange Act), (iiiSEC) and fairly present (subject, in the case of the unaudited interim financial statements, to year end audit adjustments and the absence of notes thereto) the consolidated financial condition, results position of operations and cash flows of Axent the Company as of at the respective dates thereof and the consolidated results of its operations and cash flow for the respective periods referred to therein, and (iv) are consistent with the books and records of Axentthen ended.

Reports and Financial Statements. Axent The Company has previously furnished or made available to Raptor the Purchaser with true and complete and accurate copies, as amended or supplemented, of its the following documents, to the extent not available on the XXXXX system (ai) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on April 23year ended December 31, 19962004, as filed with the Commission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2005 and (biii) all other reports or registration statements filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act Company with the SEC since April 23December 31, 1996 2004 (such reports reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Axent Reports"“COMPANY COMMISSION FILINGS”). The Axent Reports constitute Company Commission Filings constituted all of the documents required to be filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act Company with the SECCommission since December 31, 2004. As of their respective dates, the Axent Reports such Company’s Commission Filings (as amended or supplemented) complied in all material respects with applicable SEC the requirements of the Securities Act and NASDAQ requirements the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and any unaudited interim financial statements of Axent the Company included in the Axent Reports (i) complied such Company’s Commission Filings comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, (ii) and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes theretothereto and, and in the case of the quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) and fairly present in all material respects the consolidated financial condition, results of operations and cash flows of Axent as position of the respective Company at the dates thereof and the results of its operations and its cash flows for the periods referred to therein, and (iv) are consistent with the books and records of Axentthen ended.

Reports and Financial Statements. Axent GSE has previously furnished or made available to Raptor Parent true and complete copies of (a) all annual reports filed with the Securities and accurate copiesExchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended or supplemented(the "Exchange Act"), of its since December 31, 1999, (ab) Registration Statement on Form S-1 which was GSE's quarterly and other reports filed with the Commission since December 31, 2002, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1999, and (d) any registration statements declared effective by the SEC on April 23Commission since December 31, 19961999 (items (a)-(d) collectively, and (b) all other reports filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23, 1996 (such reports are collectively referred to herein as the "Axent Reports"). The Axent Reports constitute all consolidated financial statements of GSE and its subsidiaries included in GSE's most recent report on Form 10-K and most recent report on Form 10-Q, and any other reports filed with the documents required to be filed Commission by Axent GSE under Sections 13, 14 or 15(d) of the Exchange Act were, or will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the SEC. As periods involved ("GAAP") and fairly present, or will present, the consolidated financial position for GSE and its subsidiaries as of the dates thereof and the consolidated results of their respective dates, operations and changes in financial position for the Axent periods then ended; and the Reports complied in all material respects with applicable SEC did not and NASDAQ requirements and did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements GSE has filed with the Commission all Reports required to be filed by GSE under the Exchange Act and unaudited interim financial statements the rules and regulations of Axent included in the Axent Commission. Each of the Reports (i) has complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations Exchange Act or the Securities Act of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements1933, as permitted by Form 10-Q under the Exchange Act)amended, (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentapplicable.

Reports and Financial Statements. Axent TAVA has previously furnished or made available to Raptor Real Holdings true and complete and accurate copies, as amended or supplemented, copies of its (a) Registration Statement on Form S-1 which was declared effective all of TAVA's annual reports filed with the Securities and Exchange Commission (the "COMMISSION") pursuant to the Exchange Act, since June 30, 1996, (b) TAVA's quarterly and other reports filed with the Commission since June 30, 1996, (c) all definitive proxy solicitation materials filed by TAVA with the SEC on April 23Commission since June 30, 1996, and (bd) all other reports filed any of TAVA's registration statements declared effective by Axent under Sections 13, 14 or 15(dthe Commission (i) were prepared in accordance with the published regulations of the Exchange Act Commission and in accordance with generally accepted accounting principles applied on a consistent basis during the SEC since April 23, 1996 periods involved and (such reports are collectively referred to herein ii) fairly present the financial position for TAVA as the "Axent Reports"). The Axent Reports constitute all of the documents required dates thereof and the results of its operations and changes in financial position for the periods then ended (except with respect to be filed by Axent under Sections 13interim period financial statements, 14 or 15(d) of for normal year-end adjustments which are not material); the Exchange Act with the SEC. As of their respective dates, the Axent TAVA Reports complied were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, as the case may be, and the applicable SEC rules and NASDAQ requirements regulations of the Commission thereunder; and the TAVA Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent included in Since June 30, 1996, TAVA has filed with the Axent Reports (i) complied as Commission all reports required to form in all material respects with then applicable accounting requirements be filed by TAVA under the Securities Act and the published Exchange Act and the rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of AxentCommission.

Reports and Financial Statements. Axent Since January 1, 1996, except where failure to have done so did not and would not have a Material Adverse Effect on Republic, Republic has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to file with the SEC, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (collectively, the "Republic Reports"). Republic has previously furnished or made available to Raptor complete the Acquired Entities and accurate copies, as amended or supplemented, the Principals copies of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and (b) all other reports Republic Reports filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23January 1, 1996 (such reports are collectively referred to herein as the "Axent Reports"). The Axent Reports constitute all of the documents required to be filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC1996. As of their respective datesdates (but taking into account any amendments filed prior to the date of this Agreement), the Axent Republic Reports complied in all material respects with applicable all the rules and regulations promulgated by the SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent Republic included in the Axent Republic Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods covered thereby presented (except except, as may be indicated therein or in the notes theretonoted therein, and or, in the case of quarterly financial the unaudited statements, as permitted by Form 10-Q under of the Exchange Act), (iiiSEC) and fairly present (subject, in the case of the unaudited statements, to normal audit adjustments) the financial position of Republic and its consolidated financial condition, results of operations and cash flows of Axent subsidiaries as of the respective dates date thereof and the results of their operations and their cash flows for the periods referred to therein, and (iv) are consistent with the books and records of Axentthen ended.

Reports and Financial Statements. Axent CyberCash has previously furnished or made available to Raptor Network 1 complete and accurate copies, as amended or supplemented, of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and (b) all other reports filed by Axent CyberCash under Sections Section 13, 14 or 15(d) of the Exchange Act with the SEC since April 23March 30, 1996 2000, inclusive of its Form 10-K filed on that date (such reports are collectively referred to herein as the "Axent “CyberCash Reports"”). The Axent Reports constitute all of the documents required to be filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC. As of their respective dates, the Axent CyberCash Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent CyberCash included in the Axent Reports CyberCash Reports: (ia) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, ; (iib) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), ; (iiic) fairly present the consolidated financial condition, results of operations and cash flows of Axent CyberCash as of the respective dates thereof and for the periods referred to therein, ; and (ivd) are consistent with the books and records of AxentCyberCash.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statement on Form S-1 which was declared effective (Reg. No. 333-140503) and each other form, report, statement or schedule and other document filed or furnished by the SEC on April 23, 1996, and (b) all other reports filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act it with the SEC since April 23February 7, 1996 2007 (such reports are collectively referred to herein as collectively, the "Axent “Buyer Reports"”). The Axent Buyer Reports constitute include all of the documents required to be filed or furnished by Axent the Buyer under Sections 13, Section 13 or subSections (a) or (c) of Section 14 or 15(d) of the Exchange Act with the SECSEC from May 16, 2007 through the date of this Agreement. The Buyer Reports were prepared in accordance with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx, and, in each case, the rules and regulations promulgated thereunder complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of their respective dates, and, if amended, as of the Axent date of each such amendment, the Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (iii) fairly present in all material respects the consolidated financial condition, results of operations and cash flows of Axent the Buyer and its subsidiaries as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axent.

Reports and Financial Statements. Axent has previously furnished or made available to Raptor complete and accurate copies, as amended or supplemented, of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23CHC has filed all forms, 1996, reports and (b) all other reports documents required to be filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23January 1, 1996 2018 (all such required forms, reports and documents are collectively referred to herein as the "Axent Reports"“CHC SEC Documents”). The Axent Reports constitute , all of the documents required which are available to be filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with SKS through the SEC’s XXXXX database. As of their respective dates, the Axent Reports complied CHC SEC Documents: (i) were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such CHC SEC Documents; and NASDAQ requirements and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required require to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by (x) Rule 13a-14 under the Exchange Act and (y) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the CHC SEC Documents are accurate and complete and comply as to form and content with all applicable legal requirements. (b) The audited financial statements and unaudited interim consolidated financial statements of Axent included in CHC as of and for the Axent Reports period January 10, 2019 (inception) to December 31, 2019, and the unaudited financial statements of CHC as of and for the nine-month period ended September 30, 2020, including the notes thereto (the “CHC Financial Statements”): (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of Regulation S-X promulgated by the SEC with respect thereto, SEC; (ii) have been were prepared in accordance with GAAP GAAP, applied on a consistent basis throughout during the periods covered thereby involved (except as may be indicated therein or in the notes thereto); (iii) fairly present in all material respects the financial position of CHC as at the respective dates thereof and the results of its operations and cash flows for the respective periods then ended; and (iv) were compiled from, and are consistent with, the books and records of CHC, which books and records are accurate and complete in all material respects. (c) No member of the case CHC Group is a party to, nor does it have any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among any member of quarterly financial statementsthe CHC Group, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as permitted by Form 10defined in Item 303(a) of Regulation S-Q K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the CHC Group in CHC’s financial statements. (iiid) fairly present the consolidated financial condition, results of operations and cash flows of Axent as No member of the respective dates thereof and for CHC Group has outstanding (nor has arranged or modified since the periods referred enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to therein, and directors or executive officers (ivas defined in Rule 3b-7 under the Exchange Act) are consistent with of any member of the books and records of AxentCHC Group.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on April 23fiscal year ended July 31, 19961999, as filed with the Securities and Exchange Commission ("SEC"), and (b) all other reports filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SEC since April 23July 31, 1996 1999 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SECSEC since July 31, 1999. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor the Company complete and accurate copies, as amended or supplemented, of its (ai) Registration Statement Quarterly Report on Form S-1 which was declared effective by 10-Q for the SEC fiscal quarters ended September 30, 1998, December 31, 1998 and Xxxxx 00, 0000, (xx) Annual Report on April 23Form 10-K for the fiscal year ended June 30, 19961998, each as filed with the Securities and Exchange Commission (the "SEC"), and (biii) all other reports filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SEC since April 23June 30, 1996 1998 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute include all of the documents required to be filed by Axent the Buyer under Sections 13, 14 or 15(d) of the Exchange Act with the SECSEC since September 30, 1998. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Quarterly Report on Form S-1 which was declared effective by 10-Q for the SEC on April 23fiscal quarter ended June 30, 19962000, as filed with the Securities and Exchange Commission (the "SEC"), and (b) all other reports filed by Axent the Buyer under Sections 13, Section 13 or subsections (a) or (c) of Section 14 or 15(d) of the Exchange Act with the SEC since April 23June 30, 1996 2000 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, Section 13 or subsections (a) or (c) of Section 14 or 15(d) of the Exchange Act with the SECSEC from June 30, 2000 through the date of this Agreement. The Buyer Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Quarterly Report on Form S-1 which was declared effective by 10-Q for the SEC on April 23quarter ended September 30, 19961999, as filed with the Securities and Exchange Commission (the "SEC"), and (b) all other reports filed by Axent the Buyer under Sections 13, Section 13 or subsections (a) or (c) of Section 14 or 15(d) of the Exchange Act with the SEC since April 23August 20, 1996 1999 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, Section 13 or subsections (a) or (c) of Section 14 or 15(d) of the Exchange Act with the SECSEC from September 30, 1999 through the date of this Agreement. The Buyer Reports complied in all material respects with the requirements of the Securities Act and the rules and regulations thereunder when filed. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent Buyer has previously furnished or made available to Raptor Sellers' Agent true and complete and accurate copies, as amended or supplemented, copies of its (ai) Registration Statement Buyer's Annual Reports on Form S-1 which was declared effective by 10-K for each of the SEC on April 23two fiscal years ended January 28, 19961995 and January 29, 1994 as filed with the Securities and Exchange Commission ("SEC"); and (bii) all other reports or registration statements filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act Buyer with the SEC since April 23January 1, 1996 (such 1995. Buyer's Annual Reports on Form 10-K, and all other reports are collectively referred to herein as the "Axent Reports"). The Axent Reports constitute all of the documents required to be filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC. As of their respective datesSEC since January 1, the Axent Reports complied in all material respects with applicable SEC and NASDAQ requirements and 1995 did not contain any untrue statement of a material fact fact, or omit to state a material fact fact, required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, which untrue statement or omission has not been corrected or updated in a document subsequently filed with the SEC. The audited financial statements consolidated balance sheet and unaudited interim financial statements of Axent included in the Axent Reports (i) complied as to form in all material respects with then applicable accounting requirements cash flows and the published rules and regulations operations of the SEC with respect theretoBuyer and statements of income and retained earnings as of and for the years ended January 28, (ii) 1995 and January 29, 1994, copies of all of which have been furnished to Sellers' Agent, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto), and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present in accordance with GAAP the consolidated financial condition, position of the Buyer and its Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows of Axent (or changes in financial position, as the case may be), of the respective dates thereof Buyer and its Subsidiaries for each of the periods referred to therein, and (iv) are consistent with the books and records of Axentthen ended.

Reports and Financial Statements. Axent Buyer has previously furnished or made available to Raptor Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on April 23fiscal year ended December 31, 19961999, as filed with the Securities and Exchange Commission (the "SEC"), and (b) all other reports filed by Axent Buyer under Sections 13, 14 Section 13 or 15(dsubsections (a) or (c) of Section 14 of the Securities Exchange Act of 1934 (the "Exchange Act") with the SEC since April 23June 30, 1996 1999 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent Buyer under Sections 13, Section 13 or subsections (a) or (c) of Section 14 or 15(d) of the Exchange Act with the SECSEC from June 30, 1999 through the date of this Agreement. Buyer Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent Buyer included in the Axent Buyer Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto when filed, (ii) have been ii were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of AxentBuyer.

Reports and Financial Statements. Axent Parent has previously furnished or made available to Raptor complete NextPoint true and accurate copiescorrect copies of (i) its Prospectus dated August 12, as amended or supplemented, 1999 filed pursuant to Rule 424(b) of the Securities Act; (ii) its (a) Registration Statement Quarterly Report on Form S-1 which was declared effective by 10-Q for the SEC period ended September 30, 1999, (iii) its Quarterly Report on April 23Form 10-Q for the period ended December 31, 19961999, and (biv) all other reports filed by Axent it with the Securities and Exchange Commission (the "COMMISSION") under Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") since January 1, 2000 and (v) Parent hereby agrees to furnish to NextPoint true and correct copies of all reports filed by it with the SEC since April 23Commission after the date hereof prior to the Closing all in the form (including exhibits) so filed (collectively, 1996 (such reports are collectively referred to herein as the "Axent ReportsREPORTS"). The Axent Reports constitute all of the documents required to be filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC. As of their respective dates, the Axent Reports complied in all material respects with the then applicable SEC published rules and NASDAQ requirements regulations of the Commission with respect thereto and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent Parent included in the Axent Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes theretotherein, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent Parent as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of AxentParent.

Reports and Financial Statements. Axent BGS has previously furnished or made available to Raptor BMC true and complete copies of (a) all annual reports filed with the Securities and accurate copiesExchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended or supplemented(the "Exchange Act"), of its since January 1, 1995, (ab) Registration Statement on Form S-1 which was BGS's quarterly and other reports filed with the Commission since January 1, 1995, (c) all definitive proxy solicitation materials filed with the Commission since January 1, 1995, and (d) any registration statements declared effective by the SEC Commission since January 1, 1995. The consolidated financial statements of BGS and its subsidiaries included in BGS's most recent report on April 23, 1996Form 10-K and most recent report on Form 10-Q, and (b) all any other reports filed with the Commission by Axent BGS under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23subsequent thereto (collectively, 1996 (such reports are collectively referred to herein as the "Axent BGS Reports"). The Axent Reports constitute all ) were, or (if filed after the date hereof) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present, or will present, the consolidated financial position for BGS and its subsidiaries as of the documents required to be filed by Axent under Sections 13, 14 or 15(d) of dates thereof and the Exchange Act with the SEC. As consolidated results of their respective datesoperations and changes in financial position for the periods then ended (except with respect to interim period financial statements, for normal year-end adjustments which are not material); and the Axent BGS Reports complied in all material respects with applicable SEC did not and NASDAQ requirements and did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which whey they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent included in Since January 1, 1995, BGS has filed with the Axent Reports (i) complied as Commission all reports required to form in all material respects with then applicable accounting requirements be filed by BGS under the Exchange Act and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of AxentCommission.

Reports and Financial Statements. Axent i-Cube has previously furnished or made available to Raptor the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on April 23fiscal year ended December 31, 19961998, as filed with the United States Securities and Exchange Commission (the "SEC") and (b) all other reports filed by Axent i-Cube under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SEC since April 23January 1, 1996 1999 (such reports are collectively referred to herein as the "Axent i-Cube Reports"). The Axent i-Cube Reports constitute all of the documents required to be filed by Axent i-Cube under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SECSEC since January 1, 1999. As of their respective dates, the Axent i-Cube Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent included in the Axent i-Cube Reports (i) complied comply as to form in all material respects with then applicable accounting -38- 44 requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axenti-Cube. The i-Cube Reports were timely filed.

Reports and Financial Statements. Axent has previously furnished or made available to Raptor complete and accurate copies, as amended or supplemented, of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23Since January 1, 1996, and (b) all other reports Telescan has filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23all material forms, 1996 statements, reports and documents (such reports are collectively referred to herein as the "Axent Reports"). The Axent Reports constitute including all of the documents exhibits, amendments and supplements thereto) required to be filed by Axent it under Sections 13, 14 or 15(d) each of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder (collectively, the "Telescan SEC Reports"), all of which complied in all material respects with all applicable requirements of the SECappropriate act and the rules and regulations thereunder. Telescan has previously made available or delivered to MicroCap all of such Telescan SEC Reports. As of their respective dates, and to the Axent Reports complied in all material respects with applicable knowledge of Telescan, the Telescan SEC and NASDAQ requirements and Reports, did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of Axent Telescan included in the Axent such Telescan SEC Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of Telescan and its Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, and subject, in the case of quarterly the unaudited interim financial statements, as permitted by Form 10to normal year-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations end and cash flows of Axent as of the respective dates thereof audit adjustments and for the periods referred to any other adjustments described therein, and (iv) are consistent with the books and records of Axent.

Reports and Financial Statements. Axent Since January 1, 1994, AHS has filed all reports required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act, including, without limitation, an Annual Report on Form 10-K for the year ended December 31, 1994 (collectively and as amended through the Closing Date, the "AHS SEC REPORTS"), and has previously furnished or made available to Raptor GE Medical true and complete and accurate copies, as amended or supplemented, copies of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and (b) all other reports filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23, 1996 (such reports are collectively referred to herein as the "Axent Reports"). The Axent Reports constitute all of the documents required to be filed by Axent under Sections 13, 14 or 15(d) AHS SEC Reports. None of the Exchange Act with the SEC. As AHS SEC Reports, as of their respective dates, the Axent Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements Each of Axent the balance sheets (including the related notes) included in the Axent AHS SEC Reports (i) complied as to form fairly presents in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial conditionposition of AHS and its subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present in all material respects the results of operations and cash flows of Axent AHS and its subsidiaries for the respective periods or as of the respective dates thereof and for the periods referred to set forth therein, all in conformity with generally accepted accounting principles ("GAAP"), except as otherwise noted therein and (iv) are consistent with subject, in the books case of the unaudited interim financial statements, to normal year-end adjustments and records any other adjustments described therein and the absence of Axentany notes thereto.

Reports and Financial Statements. Axent Entrust has previously furnished or -------------------------------- made available to Raptor the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on April 23fiscal year ended December 31, 19961999, as filed with the SEC, and (b) all other reports filed by Axent Entrust under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23August 31, 1996 1998 (such reports are collectively referred to herein as the "Axent Entrust Reports"). The Axent Entrust Reports constitute all of the documents required to be filed by Axent Entrust since August 31, 1998 under Sections 13, 14 or 15(d) the Exchange Act. The Entrust Reports complied in all material respects with the requirements of the Exchange Act with and the SECrules and regulations thereunder when filed. As of their respective dates, the Axent Entrust Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent Entrust included in the Axent Entrust Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent Entrust as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of AxentEntrust.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on April 23fiscal year ended December 31, 19962000, as filed with the Securities and Exchange Commission (the "SEC"), and (b) all other reports filed by Axent the Buyer under Sections 13, Section 13 or subsections (a) or (c) of Section 14 or 15(d) of the Exchange Act with the SEC since April 23December 31, 1996 2000 (such reports reports, as amended or supplemented from time to time, are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, Section 13 or subsections (a) or (c) of Section 14 or 15(d) of the Exchange Act with the SECSEC from December 31, 2000 through the date of this Agreement. The Buyer Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available -------------------------------- to Raptor each of the Company Stockholders complete and accurate copies, as amended or supplemented, of its the Buyer's (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, (File No. 333-3054) and (b) all other reports filed by Axent the Buyer with the United States Securities and Exchange Commission (the "SEC") under Sections 13, 14 Section 13 or 15(d) 15 of the Securities Exchange Act with of 1934 (as amended, the SEC "Exchange Act") since April 23December 31, 1996 1995 (such reports materials, together with any amendments or supplements thereto, are collectively referred to herein as the "Axent Buyer Reports"). The Axent Reports constitute all of the documents required to be filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with US GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent Exten has previously furnished or made available delivered to Raptor complete Multi-Cell, the Trust and accurate copies, as amended or supplemented, the Shareholder copies of its (a) Registration Statement on Form S-1 which was declared effective by 10-KSB for the SEC on April 23fiscal year ending November 30, 19962000, (b) Form 10-QSB for the quarter ended May 31, 2001 and (bc) all other reports or registration statements filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act Exten with the SEC Commission since April 23November 30, 1996 2000, (such reports and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Axent Exten Reports"). The Axent Reports constitute Since November 30, 2000, Exten has filed all of forms, reports and documents with the documents Commission required to be filed by Axent under Sections 13it pursuant to the federal securities laws and Commission rules and regulations promulgated thereunder, 14 or 15(d) and all such forms, reports and documents, as amended, filed with the Commission have complied in all material respects with all applicable provisions of the Exchange Act with federal securities laws and the SECCommission rules and regulations promulgated thereunder. As of their respective dates, the Axent Exten Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent Exten included in the Axent Exten Reports (i) complied as to form in all material respects with then applicable accounting requirements and together, the published rules and regulations of the SEC with respect thereto, (ii"Exten Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, ) and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly and accurately present the consolidated financial condition, position of Exten and its subsidiaries as of the dates thereof and the consolidated results of operations and cash flows of Axent as of the respective dates thereof and changes in financial position for the periods referred to therein, and (iv) are consistent with the books and records of Axentthen ended.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor CMGI and Adsmart complete and accurate copies, as amended or supplemented, of its and all reports filed by the Buyer under Section 13 or subsections (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and or (bc) all other reports filed by Axent under Sections 13, of Section 14 or 15(d) of the Exchange Act with the SEC since April 23Securities Exchange Commission (collectively, 1996 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, Section 13 or subsections (a) or (c) of Section 14 or 15(d) of the Exchange Act with the SECSEC through the date of this Agreement. The Buyer Reports complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements (if any) and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent The Company has previously -------------------------------- furnished or made available to Raptor Investor complete and accurate copies, as amended or supplemented, of its (ai) Registration Statement Quarterly Report on Form S-1 which was declared effective by 10-QSB for the SEC fiscal quarter ended Xxxxx 00, 0000, (xx) Annual Report on April 23Form 10-KSB for the fiscal year ended December 31, 19961997, each as filed with the Commission, and (biii) all other reports filed by Axent the Company under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SEC Commission since April 23March 31, 1996 1998 (such reports are collectively referred to herein as the "Axent Company ------- Reports"). The Axent Company Reports constitute include all of the documents required to be ------- filed by Axent the Company under Sections 13, 14 or 15(d) of the Exchange Act with the SECCommission since December 31, 1997. As of their respective dates, the Axent Company Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Company included in the Axent Company Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, (ii) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q QSB under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Company as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentthe Company.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor the Company and the Company Stockholders complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on April 23fiscal year ended February 1, 19961997, as filed with the Securities and Exchange Commission (the "SEC"), and (b) all other reports filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SEC since April 23February 1, 1996 1997 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SECSEC since February 1, 1997. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange ActAct and except for normal recurring year-end adjustments (which will not be material)), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer and its subsidiaries as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentthe Buyer and its subsidiaries.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor the Sellers complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on April 23fiscal year ended December 31, 19961999, as filed with the Securities and Exchange Commission (the "SEC"), and (b) all other reports filed by Axent the Buyer under Sections 13, Section 13 or subsections (a) or (c) of Section 14 or 15(d) of the Exchange Act with the SEC since April 23December 31, 1996 1999 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, Section 13 or subsections (a) or (c) of Section 14 or 15(d) of the Exchange Act with the SECSEC from December 31, 1999 through the date of this Agreement. The Buyer Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), ) and (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axent.

Reports and Financial Statements. Axent Since January 1, 1996, except where failure to have done so did not and would not have a Material Adverse Effect on Republic, Republic has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to file with the SEC, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (collectively, the "Republic Reports"). Republic has previously furnished or made available to Raptor complete the Companies and accurate copies, as amended or supplemented, the Shareholder copies of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and (b) all other reports Republic Reports filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23January 1, 1996 (such reports are collectively referred to herein as the "Axent Reports"). The Axent Reports constitute all of the documents required to be filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC1996. As of their respective datesdates (but taking into account any amendments filed prior to the date of this Agreement), the Axent Republic Reports complied in all material respects with applicable all the rules and regulations promulgated by the SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent Republic included in the Axent Republic Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods covered thereby presented (except except, as may be indicated therein or in the notes theretonoted therein, and or, in the case of quarterly financial the unaudited statements, as permitted by Form 10-Q under of the Exchange Act), (iiiSEC) and fairly present (subject, in the case of the unaudited statements, to normal audit adjustments) the financial position of Republic and its consolidated financial condition, results of operations and cash flows of Axent subsidiaries as of the respective dates date thereof and the results of their operations and their cash flows for the periods referred to therein, and (iv) are consistent with the books and records of Axentthen ended.

Reports and Financial Statements. Axent (a) The Buyer has previously furnished or made available to Raptor the Company complete and accurate copies, as amended or supplemented, of its (ai) Registration Statement Quarterly Report on Form S-1 which was declared effective by 10-Q for the SEC fiscal quarter ended March 31, 1998, (ii) Annual Report on April 23Form 10-K for the fiscal year ended June 30, 19961997, each as filed with the Securities and Exchange Commission (the "SEC"), and (biii) all other reports filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the --- Exchange Act with the SEC since April 23March 31, 1996 1998 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute include all of the ------------- documents required to be filed by Axent the Buyer under Sections 13, 14 or 15(d) of the Exchange Act with the SECSEC since March 31, 1998. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent From January 1, 1996 to the date hereof, except where failure to have done so did not and would not have a Material Adverse Effect on Republic, Republic has previously furnished filed all reports, registrations and statements, together with any required amendments thereto, that it was required to file with the SEC, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (collectively, the "Republic Reports"). Republic will furnish or made make available to Raptor complete the Acquired Entities and accurate copies, as amended or supplemented, the Shareholder copies of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and (b) all other reports Republic Reports filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23January 1, 1996 (such reports are collectively referred to herein as the "Axent Reports"). The Axent Reports constitute all within five days of the documents required to be filed by Axent under Sections 13, 14 or 15(d) date of the Exchange Act with the SECthis Agreement. As of their respective datesdates (but taking into account any amendments filed prior to the date of this Agreement), the Axent Republic Reports complied in all material respects with applicable all the rules and regulations promulgated by the SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent Republic included in the Axent Republic Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods covered thereby presented (except except, as may be indicated therein or in the notes theretonoted therein, and or, in the case of quarterly financial the unaudited statements, as permitted by Form 10-Q under of the Exchange Act), (iiiSEC) and fairly present (subject, in the case of the unaudited statements, to normal audit adjustments) the financial position of Republic and its consolidated financial condition, results of operations and cash flows of Axent subsidiaries as of the respective dates date thereof and the results of their operations and their cash flows for the periods referred to therein, and (iv) are consistent with the books and records of Axentthen ended.

Reports and Financial Statements. Axent Key has previously furnished or made available to Raptor the Shareholder true and complete copies of (i) Key's annual report filed with the Securities and accurate copiesExchange Commission (the "Commission") pursuant to the Securities and Exchange Act of 1934 (the "Exchange Act") for Key's fiscal year ended June 30, as amended or supplemented1996; (ii) Key's quarterly and other reports filed with the Commission since Key's fiscal year ended June 30, of its 1996; (aiii) Registration Statement on Form S-1 which was all definitive proxy solicitation materials filed with the Commission since December 31, 1995; (iv) any registration statements (other than those relating to employee benefit plans) declared effective by the SEC on April 23Commission since December 30, 1995; and (v) Key's Private Offering Memorandum dated June 28, 1996, and (b) all other reports filed by Axent under Sections 13, 14 or 15(d) relating to the Convertible Debentures. All of the Exchange Act with the SEC since April 23foregoing items are listed on Schedule 3.1.4 (collectively, 1996 (such reports are collectively referred to herein as the "Axent ReportsKey SEC Documents"). The Axent Reports constitute all consolidated financial statements of Key and its consolidated subsidiaries included in Key's most recent report on Form 10-K and most recent report on Form 10-Q were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present the consolidated financial position of Key and its consolidated subsidiaries as of the documents required to be filed by Axent under Sections 13, 14 or 15(d) of dates thereof and the Exchange Act with the SEC. As consolidated results of their respective dates, operations and changes in financial position for the Axent Reports complied in all material respects with applicable periods then ended; and the Key SEC and NASDAQ requirements and Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were madewere, made not misleading. The audited financial Since June 30, 1994, Key has filed with the Commission all material reports, registration statements and unaudited interim financial statements of Axent included in other material filings required to be filed with the Axent Reports (i) complied as to form in all material respects with then applicable accounting requirements and Commission under the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of AxentCommission.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and (b) all other reports filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SEC since April 23the Buyer's initial public offering on February 6, 1996 1998 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SECSEC since such date and complied at the time of filing in all material respects with the applicable requirements of the Exchange Act. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Reports Buyer Reports: (ia) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, ; (iib) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), ; (iiic) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, ; and (ivd) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent The Company has previously furnished or made available to Raptor complete filed all material reports, schedules, forms, statements and accurate copies, as amended or supplemented, of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and (b) all other reports filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23, 1996 (such reports are collectively referred to herein as the "Axent Reports"). The Axent Reports constitute all of the documents required to be filed by Axent under Sections 13it with the Securities and Exchange Commission (the "SEC") since January 1, 14 or 15(d) 2000 (collectively, including all exhibits thereto, the "COMPANY SEC REPORTS"). No Subsidiary of the Exchange Act Company is required to file any form, report or other document with the SEC. As None of the Company SEC Reports filed as of their respective datesdates (or, if amended or superseded by a subsequent filing, then as of the Axent Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain date of such filing), as so amended or superseded, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent included in the Axent Reports (i) complied misleading or failed to comply as to form in all material respects with then the applicable accounting requirements and of the published Securities Act of 1933, as amended, the Exchange Act and, in each case, the rules and regulations promulgated thereunder. Each of the SEC with respect thereto, consolidated financial statements (iiincluding the related notes) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or included in the notes theretoCompany SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("U.S. GAAP") (except, in the case of unaudited consolidated quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent as of the respective dates thereof and for SEC) consistently applied during the periods referred to involved except as otherwise noted therein, and (iv) are consistent with subject, in the books case of the unaudited interim financial statements, to normal and records of Axentrecurring year-end adjustments.

Reports and Financial Statements. Axent has previously furnished or made available to Raptor complete and accurate copies, as amended or supplemented, of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23The Company has filed or furnished all forms, 1996documents, statements, reports, exhibits and (b) all other reports filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23, 1996 (such reports are collectively referred to herein as the "Axent Reports"). The Axent Reports constitute all of the documents required to be filed or furnished by Axent under Sections 13, 14 or 15(d) of the Exchange Act it with the Securities and Exchange Commission (the “SEC”) since December 31, 2004 (the “Company SEC Documents”). As of their respective dates, or, if amended, as of the Axent Reports date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC and NASDAQ requirements and did not contain Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of Axent the Company included in the Axent Reports (i) complied as to form Company SEC Documents fairly present in all material respects with then applicable accounting requirements the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the published rules consolidated results of their operations and regulations their consolidated cash flows for the respective periods then ended (subject, in the case of the SEC with respect unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, (ii) have been prepared in accordance conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis throughout during the periods covered thereby involved (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axent.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on April 23fiscal year ended December 31, 19961995, as filed with the SEC, and (b) all other reports or statements filed by Axent the Buyer under Sections 13, Section 13 or 14 or 15(d) of the Exchange Act with the SEC since April 23December 31, 1996 1995 (such reports are collectively referred to herein in this Agreement as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, Section 13 or 14 or 15(d) of the Exchange Act with the SECSEC since December 31, 1995. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor the Seller complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on April 23fiscal year ended December 31, 1996, as filed with the Securities and Exchange Commission (the "Commission"), and (b) all other reports filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC Commission since April 23December 31, 1996 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SECCommission since December 31, 1996. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, therein and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent has previously furnished or made available to Raptor complete Each of (a) the Company' s quarterly report[s] on Form 10-Q for the quarter ended Xxxxx 00, 0000, (x) the Company' s annual report on Form 10-K/A1 for the year ended December 31, 2007, and accurate copies(c) any current reports on Form 8-K filed with the SEC by the Company since January 1, 2008 (as such documents have since the time of their filing been amended or supplemented, of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and (b) all other reports filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23, 1996 (such reports are collectively referred to herein as the "Axent SEC Reports"). The Axent Reports constitute all of the documents required to be filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC. As of their respective dates, the Axent Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, at the time of filing (or the time of subsequent amendment or supplement, in the case of any SEC Reports that have been subsequently amended or supplemented). The audited consolidated financial statements and unaudited interim consolidated financial statements of Axent (including, in each case, the notes, if any, thereto) included in the Axent SEC Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout during the periods covered thereby involved (except as may be indicated therein or in the notes thereto, thereto and in the case of quarterly financial statements, except with respect to unaudited statements as permitted by Form 10-Q under the Exchange Act), (iiiQ) and fairly present (subject, in the case of the unaudited interim financial statements, to year end audit adjustments and the absence of notes thereto) the consolidated financial condition, results position of operations and cash flows of Axent the Company as of at the respective dates thereof and the consolidated results of its operations and cash flow for the respective periods referred to therein, and (iv) are consistent with the books and records of Axentthen ended.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor AEI complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on fiscal year ended April 2330, 19961999, as filed with the SEC, and (b) all other reports filed by Axent it under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SEC since April 2330, 1996 1999 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent it under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SECSEC since April 30, 1999. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor the Seller complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on April 23fiscal year ended December 31, 1996, as filed with the Securities and Exchange Commission ("SEC"), and (b) all other reports filed by Axent the Buyer under Sections 13the Securities and Exchange Act, 14 or 15(d1934 (the "Exchange Act") of the Exchange Act with the SEC since April 23December 31, 1996 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SECSEC since December 31, 1996. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), ) and (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to thereintherein (subject, and (iv) are consistent with in the books and records case of Axentunaudited statements, to normal recurring year-end adjustments).

Reports and Financial Statements. Axent The Company has previously furnished or made available to Raptor complete filed with the Securities and accurate copies, as amended or supplemented, of its Exchange Commission (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and (b"SEC") all other forms, statements, reports filed by Axent under Sections 13and documents (including all exhibits, 14 or 15(damendments and supplements thereto) of the Exchange Act with the SEC since April 23, 1996 (such reports are collectively referred to herein as the "Axent Reports"). The Axent Reports constitute all of the documents required to be filed by Axent it under Sections 13, 14 or 15(d) each of the Securities Act of 1933 (the "Securities Act"), the Securities Exchange Act of 1934 (the "Exchange Act") and the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the SECappropriate act and the rules and regulations thereunder. The Company has previously delivered to the Purchaser copies of its Form 10-Q, as well as the Form 10-K for the year ended September 30, 2000. As of their respective dates, the Axent Reports complied in all material respects with applicable SEC Form 10-Q and NASDAQ requirements and the Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Company included in such reports (collectively the Axent Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii"Company's Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto) and fairly present the financial position of the Company as of the dates thereof and the results of operations and changes in financial position for the periods then ended, and subject, in the case of quarterly the unaudited interim financial statements, as permitted by Form 10to normal year-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations end and cash flows of Axent as of the respective dates thereof audit adjustments and for the periods referred to any other adjustments described therein, and (iv) are consistent with the books and records of Axent.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available -------------------------------- to Raptor the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on April 23fiscal year ended December 31, 19961997, as filed with the Securities and Exchange Commission (the "SEC") and (b) all other --- reports filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SEC since April 23December 31, 1996 1997 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to ------------- be filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SECSEC since December 31, 1997. As Except as set forth in Section 3.5 of the Disclosure Schedule, as of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as set forth in Section 3.5 of the Disclosure Schedule, the audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, therein and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent Buyer has previously furnished or made available to Raptor the Company complete and accurate copies, as amended or supplemented, of its (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and (b) all other reports filed by Axent Buyer under Sections 13, 14 Section 13(a) or 15(d) of the Exchange Act with the SEC since April 23, 1996 __________ (such reports are collectively referred to herein as the "Axent ReportsBUYER REPORTS"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent Buyer under Sections 13, 14 Section 13(a) or 15(d) of the Exchange Act with the SECSEC since such date and complied at the time of filing in all material respects with the applicable requirements of the Exchange Act. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent Buyer included in the Axent Reports Buyer Reports: (ia) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, ; (iib) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axent.Form

Reports and Financial Statements. Axent has previously furnished or made Prior to the closing, Rainwire shall complete, file and make available to Raptor Oasis (including through the SEC's EDGAR system) true and complete and accurate copies, as amended or supplemented, of its copies of: (a) Registration Statement on Rainwire's Annual Repoxx xx Form S-1 which was declared effective by 10-KSB filed with the SEC on April 23for the fiscal year ending December 31, 1996, and 2000; (b) all other reports Rainwire's Quarterly Report on Form 10-QSB filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23for the quarter ended March 31, 1996 2001, (such reports are collectively referred to herein as c) Rainwire's Quarterly Report on Form 10-QSB filed with the SEC for the quarter ended June 30, 2001 (individually a "SEC Report" and collectively, the "Axent SEC Reports"). The Axent To the best of Rainwire's knowledge, the audited consolidated financial statements and unaudited consolidated interim financial statements included in Rainwire SEC Reports constitute all (including any related notes and schedules) complied as to form, as of the documents required to be filed by Axent under Sections 13, 14 or 15(d) their respective dates of the Exchange Act filing with the SEC. As of their respective dates, the Axent Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent included in the Axent Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been were prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods covered thereby involved (except as may be indicated therein or otherwise disclosed in the notes thereto, and except that unaudited statements do not contain footnotes in the case of quarterly financial statementssubstance or form required by GAAP, as is permitted by Form 10-Q under QSB of the Exchange Act), (iii) and fairly present presented the financial position of Rainwire and its consolidated financial condition, Subsidiaries as of the dates thereof and the results of operations and cash flows of Axent for the periods or as of the respective dates thereof and for the periods referred then ended (subject, where appropriate, to therein, and (iv) are consistent with the books and records of Axentnormal year-end adjustments).

Reports and Financial Statements. Axent The Buyer has previously -------------------------------- furnished or made available to Raptor the Company and the Stockholder complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on April 23fiscal year ended December 31, 19961998, as filed with the Securities and Exchange Commission (the "SEC"), and (b) all other reports filed by Axent the Buyer under Sections 13, 14 or 15(d) --- Section 13 of the Exchange Act with the SEC since April 23December 31, 1996 1998 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer ------------- Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Exchange Act with the SECSEC since December 31, 1998. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, therein and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent Key has previously furnished or made available to Raptor the Seller and the Shareholders true and complete copies of the following (collectively, the Key SEC Documents: (i) Keys annual report filed with the Securities and accurate copiesExchange Commission (the Commission) pursuant to the Securities and Exchange Act of 1934, as amended or supplemented(the Exchange Act), of its for Keys fiscal year ended June 30, 1997; (aii) Registration Statement on Form S-1 which was Keys quarterly and other reports filed with the Commission since June 30, 1997; (iii) all definitive proxy solicitation materials filed with the Commission since June 30, 1997; (iv) any registration statements (other than those relating to employee benefit plans) declared effective by the SEC on April 23Commission since June 30, 1996, 1997; and (bv) all other Keys Private Offering Memorandum dated September 18, 1997, relating to the 5% Convertible Subordinated Notes due 2004. The consolidated financial statements of Key and its consolidated subsidiaries included in Keys most recent annual report on Form 10-K and most recent quarterly reports filed by Axent under Sections 13, 14 or 15(don Form 10-Q were prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as noted therein) during the periods involved and fairly present the consolidated financial position of Key and its consolidated subsidiaries as of the Exchange Act with dates thereof and the SEC since April 23, 1996 (such reports are collectively referred to herein as the "Axent Reports"). The Axent Reports constitute all of the documents required to be filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC. As consolidated results of their respective dates, operations and changes in financial position for the Axent Reports complied in all material respects with applicable periods then ended; and the Key SEC and NASDAQ requirements and Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent included in the Axent Reports (i) complied misleading as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have date of such documents or such other date specified therein. Key further represents that there has been prepared no material adverse change in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial conditioncondition of Key since September 30, results of operations and cash flows of Axent as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axent1997.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor the Company complete and accurate copies, as amended or supplemented, of its all reports filed by the Buyer under Section 13 or subsections (a) Registration Statement on Form S-1 which was declared effective by the SEC on April 23, 1996, and or (bc) all other reports filed by Axent under Sections 13, of Section 14 or 15(d) of the Exchange Act with the SEC since April 23, 1996 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, Section 13 or subsections (a) or (c) of Section 14 or 15(d) of the Exchange Act with the SECSEC through the date of this Agreement. The Buyer Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent TAVA has previously furnished or made available to Raptor Real Holdings true and complete and accurate copies, as amended or supplemented, copies of its (a) Registration Statement on Form S-1 which was declared effective all of TAVA's annual reports filed with the Securities and Exchange Commission (the "Commission") pursuant to the Exchange Act, since June 30, 1996, (b) TAVA's quarterly and other reports filed with the Commission since June 30, 1996, (c) all definitive proxy solicitation materials filed by TAVA with the SEC on April 23Commission since June 30, 1996, and (bd) all other reports filed any of TAVA's registration statements declared effective by Axent under Sections 13, 14 or 15(dthe (i) were prepared in accordance with the published regulations of the Exchange Act Commission and in accordance with generally accepted accounting principles applied on a consistent basis during the SEC since April 23, 1996 periods involved and (such reports are collectively referred to herein ii) fairly present the financial position for TAVA as the "Axent Reports"). The Axent Reports constitute all of the documents required dates thereof and the results of its operations and changes in financial position for the periods then ended (except with respect to be filed by Axent under Sections 13interim period financial statements, 14 or 15(d) of for normal year-end adjustments which are not material); the Exchange Act with the SEC. As of their respective dates, the Axent TAVA Reports complied were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the applicable SEC rules and NASDAQ requirements regulations of the Commission thereunder; and the TAVA Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent included in Since June 30, 1996, TAVA has filed with the Axent Reports (i) complied as Commission all reports required to form in all material respects with then applicable accounting requirements be filed by TAVA under the Securities Act and the published Exchange Act and the rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of AxentCommission.

Reports and Financial Statements. Axent The Buyer has previously furnished or made available to Raptor Blue Ridge complete and accurate copies, as amended or supplemented, of its (a) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on April 23fiscal year ended December 31, 19961997, as filed with the Securities and Exchange Commission (the "SEC") and (b) all other reports filed by Axent under Sections 13its Quarterly Reports on Form 10-Q for the periods ended March 31, 14 or 15(d) of the Exchange Act with the SEC since April 231998 and June 30, 1996 1998 (such reports are collectively referred to herein as the "Axent Buyer Reports"). The Axent Buyer Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, 14 or 15(d) Section 13 of the Exchange Act of 1934, as amended (the "Exchange Act"), with the SECSEC since December 31, 1997. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied comply as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent has previously furnished or made Rainwire shall complete, file and make available to Raptor Oasis (including through the SEC's XXXXX system) true and complete and accurate copies, as amended or supplemented, of its copies of: (a) Registration Statement Rainwire's Annual Report on Form S-1 which was declared effective by 10-KSB filed with the SEC on April 23for the fiscal year ending December 31, 1996, and 2000; (b) all other reports Rainwire's Quarterly Report on Form 10-QSB filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC since April 23for the quarter ended March 31, 1996 2001; (such reports are collectively referred to herein as c) Rainwire's Quarterly Report on Form 10-QSB filed with the SEC for the quarter ended June 30, 2001; and (d) Rainwire's Quarterly Report on Form 10-QSB filed with the SEC for the quarter ended September 30, 2001 (individually a "SEC Report" and collectively, the "Axent SEC Reports"). The Axent To the best of Rainwire's knowledge, the audited consolidated financial statements and unaudited consolidated interim financial statements included in Rainwire SEC Reports constitute all (including any related notes and schedules) complied as to form, as of the documents required to be filed by Axent under Sections 13, 14 or 15(d) their respective dates of the Exchange Act filing with the SEC. As of their respective dates, the Axent Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent included in the Axent Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been were prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods covered thereby involved (except as may be indicated therein or otherwise disclosed in the notes thereto, and except that unaudited statements do not contain footnotes in the case of quarterly financial statementssubstance or form required by GAAP, as is permitted by Form 10-Q under QSB of the Exchange Act), (iii) and fairly present presented the financial position of Rainwire and its consolidated financial condition, Subsidiaries as of the dates thereof and the results of operations and cash flows of Axent for the periods or as of the respective dates thereof and for the periods referred then ended (subject, where appropriate, to therein, and (iv) are consistent with the books and records of Axentnormal year-end adjustments).

Reports and Financial Statements. Axent has previously furnished or made available to Raptor complete Complete and accurate copies, as amended or supplemented, of its the Buyer’s (a) Registration Statement Annual Report on Form S-1 which was declared effective by 10-K for the SEC on April 23fiscal year ended December 31, 19962003, as filed with the Securities and Exchange Commission (the “SEC”), and (b) all other reports filed by Axent the Buyer under Sections 13, Section 13 or subsections (a) or (c) of Section 14 or 15(d) of the Exchange Act with the SEC since April 23December 31, 1996 2003 (such reports are collectively referred to herein as the "Axent “Buyer Reports")”) are available on the web site maintained by the SEC at xxxx://xxx.xxx.xxx. The Axent Buyer Reports constitute all of the documents required to be filed by Axent the Buyer under Sections 13, Section 13 or subsections (a) or (c) of Section 14 or 15(d) of the Exchange Act with the SECSEC from December 31, 2003 through the date of this Agreement. The Buyer Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of their respective dates, the Axent Buyer Reports complied in all material respects with applicable SEC and NASDAQ requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent the Buyer included in the Axent Buyer Reports (i) complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto when filed, (ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of Axent the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axentthe Buyer.

Reports and Financial Statements. Axent Key has previously furnished or made available to Raptor the Seller and Shareholder true and complete copies of the following (collectively, the Key SEC Documents: (i) Keys annual report filed with the Securities and accurate copiesExchange Commission (the Commission) pursuant to the Securities and Exchange Act of 1934, as amended or supplemented(the Exchange Act), of its for Keys fiscal year ended June 30, 1997; (aii) Registration Statement on Form S-1 which was Keys quarterly and other reports filed with the Commission since June 30, 1997; (iii) all definitive proxy solicitation materials filed with the Commission since June 30, 1997; (iv) any registration statements (other than those relating to employee benefit plans) declared effective by the SEC Commission since June 30, 1997; (v) Keys Private Offering Memorandum dated September 18, 1997, relating to the 5% Convertible Subordinated Notes due 2004. The consolidated financial statements of Key and its consolidated subsidiaries included in Keys most recent annual report on April 23, 1996, Form 10-K and most recent quarterly reports on Form 10-Q were prepared in accordance with generally accepted accounting principles applied on a consistent basis (bexcept as noted therein) all other reports filed by Axent under Sections 13, 14 or 15(d) during the periods involved and fairly present the consolidated financial position of Key and its consolidated subsidiaries as of the Exchange Act with dates thereof and the SEC since April 23, 1996 (such reports are collectively referred to herein as the "Axent Reports"). The Axent Reports constitute all of the documents required to be filed by Axent under Sections 13, 14 or 15(d) of the Exchange Act with the SEC. As consolidated results of their respective dates, operations and changes in financial position for the Axent Reports complied in all material respects with applicable periods then ended; and the Key SEC and NASDAQ requirements and Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of Axent included in the Axent Reports (i) complied misleading as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have date of such documents or such other date specified therein. Key further represents that there has been prepared no material adverse change in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial conditioncondition of Key since September 30, results of operations and cash flows of Axent as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Axent1997.