Common use of SEC Filings Clause in Contracts

SEC Filings. (a) The Company has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings. (a) The Company BVI has made available to filed with the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) SEC all other material forms, reportsstatements, schedules, statements reports and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) hereof under each of the Company SEC Documents 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, complied or will comply when filed in all material respects with the all applicable requirements of the Securities applicable Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; , and (iib) none of the Company SEC Documents contained which, as amended, if applicable, including any financial statements or will contain schedules included therein, contains any untrue statement of a material fact or omitted or will omit omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of the forms, statements, reports and documents filed by BVI with the SEC since November 1, 1997 (the "BVI SEC Reports") have been furnished to the Stockholders. The consolidated statements of financial position and the related consolidated statements of income, shareholders' equity and cash flows (including the related notes thereto) of BVI included in the BVI SEC Reports (the "BVI Financial Statements") complied as to form in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto, are in accordance with the books and records of BVI, have been prepared in accordance with GAAP applied on a basis consistent with prior periods, and present fairly the consolidated financial position of BVI and its subsidiaries as of their respective dates, and the consolidated results of their operations and their cash flows for the periods presented therein. The authorized capital stock of BVI is as set forth in the BVI SEC Reports.

SEC Filings. (a) The Company Parent has made available delivered to the Purchaser accurate Company copies of the following documents previously filed by Parent with the Securities and complete copies Exchange Commission (including exhibits thereto) of the "Commission"): (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its Parent's annual report on Form 10-K for the fiscal year ended January 3, 1999, (ii) all proxy statements relating to annual meetings of the shareholders of Parent held since December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K")1997, (iviii) its Parent's quarterly report on Form 10-Q for the quarter ended March 31, 2000 and 1999, (iv) the Form S-3 Registration Statement of Parent as filed with the Commission on June 8, 1999, (v) Amendment No. 1 to the Form S-3 Registration Statement of Parent as filed with the Commission on June 25, 1999, and (vi) the Form 8-K of Parent as filed with the Commission on June 22, 1999. Parent has filed all other forms, reports, schedules, registration statements and other documents required to be filed by it under the Securities Act and the Securities Exchange Act of 1934 (the "Exchange Act") (the "SEC Filings"). Parent has delivered to or made available for inspection by the Company on a and the Members accurate and complete copies of all the SEC Filings in the form other than Form D or Form S-8 filed by Parent with the Commission since November 1, 1997. The SEC prior to the Closing (collectively, with all exhibits Filings were prepared in accordance and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as applicable. None of such forms, reports and statements, including, without limitation, any financial statements, exhibits and schedules included therein and incorporated therein by reference, at the time filed, declared effective or mailed, as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents , contained or will contain any an untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent information contained in any of the SEC Filings has been revised, corrected or superseded by a later-filed form, report or document, none of the SEC Filings filed after January 1, 1997 currently contains any untrue statement of a material fact or omits a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Filings. (a) The Company ICE has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its timely filed all registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00statements, 0000prospectuses, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedulesdefinitive proxy statements, statements schedules and other documents required to be filed by it under the Company on a form other than Form D Securities Act or Form S-8 with the SEC prior to Exchange Act, as the Closing case may be, since December 31, 2003 (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company ICE SEC DocumentsFILINGS"). . Each ICE SEC Filing (bi) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (filed, complied or, if amended or superseded by a filing prior filed subsequent to the date of this Agreementhereof, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply comply, in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be) and the rules and regulations promulgated thereunder; , and (ii) none of did not, at the Company SEC Documents contained or time it was filed, or, if filed subsequent to the date hereof, will not, contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were or will be made, not misleading. Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the ICE SEC Filings was, or will be, prepared in accordance with GAAP applied (except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and each presented, or will present, fairly and accurately the consolidated financial position and condition, results of operations and cash flows of ICE and the consolidated Subsidiaries of ICE as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal year-end adjustments which did not and would not, individually or in the aggregate, have an ICE Material Adverse Effect). The books and records of ICE and each of its Subsidiaries have been, 16 <PAGE> and are being, maintained in accordance with applicable material legal and accounting requirements. Except as and to the extent set forth on the consolidated balance sheet of ICE and its consolidated Subsidiaries as of December 31, 2003 (the "ICE BALANCE SHEET"), none of ICE nor any of its consolidated Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, except for liabilities or obligations incurred in the ordinary course of business since December 31, 2003 that would not, individually or in the aggregate, have an ICE Material Adverse Effect. Each required form, report and document containing financial statements that ICE has filed with or furnished to the SEC since December 31, 2003 was accompanied by the certifications required to be filed or furnished by ICE's chief executive officer and chief financial officer pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and at the time of filing or submission of each such certification, such certification (i) was true and accurate and complied with the Xxxxxxxx-Xxxxx Act, (ii) did not contain any qualifications or exceptions to the matters certified therein, except as otherwise permitted under the Xxxxxxxx-Xxxxx Act, and (iii) has not been modified or withdrawn. Neither ICE nor any of its officers has received notice from any Governmental Authority questioning or challenging the accuracy, completeness, content, form or manner of filing or furnishing of such certifications. ICE's disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the Exchange Act) effectively enable ICE to comply with, and the appropriate officers of ICE to make all certifications required under, the Xxxxxxxx-Xxxxx Act.

SEC Filings. (a) The Company has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A CHI has timely filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements and other documents documents, including any exhibits thereto, required to be filed by the Company on a form other than Form D or Form S-8 it with the SEC prior to Securities and Exchange Commission (the Closing “SEC”), together with any amendments, restatements or supplements thereto (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company “CHI SEC Documents"Reports”). ; (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (iii) each of the Company CHI SEC Documents Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied or will comply in all material respects with the applicable requirements of the Securities Act or Act, the Securities Exchange Act (of 1934, as amended, and the case may be) Xxxxxxxx-Xxxxx Act of 2002, as amended and the rules and regulations promulgated thereunderthereunder applicable to the CHI SEC Reports; and (iiiii) none as of their respective dates of filing, the Company CHI SEC Documents contained or will Reports did not contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made or will be made, as applicable, not misleading; (iv) as of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the CHI SEC Reports; (v) each of the financial statements (including, in each case, any notes thereto) contained in the CHI SEC Reports, including those of Xxxx Health, Xxxx Pharmacy and their respective Affiliates, was prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly present in all material respects the financial position of CHI, Xxxx Health and Xxxx Pharmacy as at the respective dates thereof, and the results of its operations, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes); provided, however, CHI makes no representation with respect to the accounting treatment of its public warrants and private warrants; (vi) no financial statements other than those of CHI are required by GAAP to be included in the consolidated financial statements of CHI; and (vii) CHI is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange; and (viii) since January 1, 2021, CHI, Xxxx Health, and Xxxx Pharmacy have not suffered a Buyer Material Adverse Effect.

SEC Filings. (a) The Company has heretofore made available to the Purchaser accurate Parent and complete copies (including exhibits thereto) of Sub its (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report Annual Reports on Form 10-K for the fiscal year years ended December 31June 30, 19991995, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K")1996 and 1997, (ivii) its quarterly report on Form 10-Q for the quarter ended March 31proxy statements relating to all meetings of stockholders (whether annual or special) held since June 30, 2000 1994 and (viii) all each other formsregistration statement, reportsproxy or information statement, schedulesform, statements report and other documents required to be document filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing since June 30, 1994 (collectively, with the "SEC Filings"). At the time it was made, each SEC Filing (including all exhibits and schedules thereof thereto and documents incorporated by reference therein) and, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of at the time it was filed is made, any SEC Filing made by the Company with the SEC (or, if amended or superseded by a filing prior to after the date of this AgreementAgreement (A) complied, then on the date of such filing): (i) each of the Company SEC Documents complied or with respect to those not yet made will comply comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act (Act, as the case may be) and the rules and regulations promulgated thereunder; appropriate, and (iiB) none of the Company SEC Documents contained did not, or with respect to those not yet made will not, contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in the light of the circumstances under which they were made, not misleading. The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since June 30, 1994. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the SEC Filings (including, in each case, the notes and schedules, if any, thereto) (the "Company Financial Statements"), were or will be prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act), complied or will comply as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and fairly presented or will fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal recurring year-end adjustments).

SEC Filings. (a) The Company Purchaser previously has made available had access to the Purchaser accurate Company's ----------- publicly available information through the SEC's Electronic Data Gathering and complete copies (Retrieval System, including exhibits thereto) of the Company's (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report Annual Report on Form 10-Q for the quarter ended September 30K, 1999as amended, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 1998 (the "Form 10-K1998 Annual Report"), ; (ivii) its quarterly report most recent Quarterly Report on Form 10-Q for Q, as amended (the quarter ended March "Quarterly Reports"); (iii) proxy statements relating to the meetings of its stockholders in 1999; (iv) all other reports and registration statements (except registration statements on Form S-8) filed by the Company with the SEC since December 31, 2000 1997; and (v) all other formsaudited financial statements for the fiscal years ended and as of December 31, reports1997 and 1998. As of their respective dates, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act Filings (as the case may behereinafter defined) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will did not contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since December 31, 1997, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim financial statements of the Company included or incorporated by reference in the 1998 Annual Report and the Quarterly Reports, respectively, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto, and with respect to the unaudited interim financial statements, except as to normal year-end auditing adjustments and the absence of notes) and fairly present the financial position of the Company and its subsidiaries as at the dates thereof and the results of their operations, cash flows and changes in financial position for the periods then ended. As used in this Agreement, "SEC Filings" means the reports, registration statements, proxy statements and audited financial statements of the Company referred to in clauses (i) through (v) of the first sentence of this Section 2.1.

SEC Filings. (a) The Company Purchaser has made available to timely filed with the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) SEC all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectivelyit since December 31, with all exhibits 2001, and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits has made available to the Company SEC Document which have not been and the Sellers each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed. filed since December 31, 2001, each in the form (cincluding exhibits and any amendments thereto) As of the time it was filed with the SEC (orcollectively, if amended or superseded by a filing prior to the date "Purchaser's SEC Filings"). As of this Agreementtheir respective dates, then on the date of such filing): (i) each of the Company Purchaser's SEC Documents complied or will comply Filings (a) was prepared in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; thereunder and (iib) none of the Company SEC Documents contained or will did not contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into the Purchaser's SEC Filings (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Purchaser as of its date, and each of the consolidated statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Purchaser's SEC Filings (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders' equity, as the case may be, of the Purchaser for the periods set forth therein (subject, in the case of unaudited statements, to (i) such exceptions as may be permitted by Form 10-Q of the SEC and (ii) normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

SEC Filings. (a) The Company has timely filed and (except for preliminary materials) made available to the Purchaser accurate Parent all reports, statements, registration statements and complete copies other documents (including all exhibits thereto) of filed or required to be filed by the Company with the Securities Exchange Commission (the "SEC") (such reports, registration statements and other documents being referred to herein collectively as the "Company SEC Filings"), including without limitation, (i) its registration statement the Company's Registration Statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00dated July 2, 00001997, (xxii) its quarterly report the Annual Report of the Company on Form 10-K for the year ended 1997, (iii) the Quarterly Reports of the Company on Form 10-Q for the quarter three months ended September March 31, 1998 and June 30, 19991998, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), and (iv) its quarterly report on Form 10-Q for proxy or information statements relating to meetings of, or actions taken without a meeting by, the quarter ended March 31shareholders of the Company. The Company SEC Filings, 2000 including, without limitation, any financial statements or schedules including therein or incorporated therein by reference, (i) at the time filed, complied in all material respects with applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and other applicable laws, rules and regulations and (vii) all other formsdid not, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of at the time it was they were filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such later filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein in such Company SEC Filings or necessary in order to make the statements thereinin such Company SEC Filings, in the light of the circumstances under which they were made, not misleading. No Subsidiary is, or has been, required to file any forms, reports or other documents with the SEC.

SEC Filings. (a) The Company Since January 1, 1996, Purchaser has filed with the Securities and Exchange Commission (the "SEC") all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. (b) Purchaser has previously made available or delivered to the Purchaser accurate and complete Company copies of its (including exhibits theretoa) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report Annual Reports on Form 10-K for the fiscal year ended December 31, 19991998, and for each of the two immediately preceding fiscal years, as amended filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) any actions by written consent in lieu of a stockholders' meeting from January 1, 1998, until the date hereof, and (c) all other reports, including quarterly reports, or registration statements filed by Purchaser with the SEC since January 1, 1998 (other than Registration Statements filed on Form 10-K/A filed April 28, 2000 S-8) (the "Form 10-K"documents referred to in clauses (a), (ivb) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other formsc), reportsincluding the exhibits filed therewith, schedules, statements and other documents required collectively referred to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, as the "Company Purchaser SEC DocumentsReports"). (b) Without limiting the foregoing, there are . There have been no contracts or other documents actions by written consent in lieu of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so fileda stockholders' meeting since January 1998. (c) As of their respective dates, the time it was filed with Purchaser SEC Reports, and as of the SEC (or, if effective date of any registration statement as amended or superseded supplemented filed by a filing prior to the date of this AgreementPurchaser, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will did not contain any untrue statement of a any material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements included in the Purchaser SEC Reports were prepared in accordance with the books of account and other financial records of Purchaser, present fairly the consolidated financial condition and results of operation of Purchaser as of the dates thereof or periods covered thereby, have been prepared in accordance with GAAP applied on a consistent basis with past practices and include all adjustments that are necessary for a fair presentation of the financial condition of Purchaser and its results of operation as of the dates thereof or for periods covered thereby.

SEC Filings. (a) The Company SportsLine has previously made available to the Purchaser accurate and complete DWWC copies (including exhibits thereto) of the following reports filed by SportsLine with the SEC: (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 1998 (the "Form 10-K"), (ivii) its quarterly report Quarterly Reports on Form 10-Q for the quarter quarters ended March 31, 2000 June 30, 1999 and September 30, 1999 (the "10-Qs"), (iii) definitive Proxy Statement filed with respect to SportsLine's Annual Meeting of Shareholders held on June 17, 1999 (the "Proxy Statement") and (viv) all other forms, reports, schedules, proxy statements and or other documents required to be reports filed by the Company on a form other than Form D or Form S-8 SportsLine with the SEC prior pursuant to Sections 13, 14 or 15(d) of the Closing Exchange since January 1, 1999 (collectively, such reports and proxy statements, together with all exhibits and schedules thereof and documents incorporated by reference thereinthe 10-K, the 10-Qs and the Proxy Statement are referred to as the "Company SEC DocumentsFilings"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) . As of the time it was date of filing, each SEC Filing (i) complied (and, with respect to SEC Filings filed with after the Agreement Date, such SEC (or, if amended or superseded by a filing prior to Filings will comply as of the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or and the Exchange Act (Act, as the case may be) applicable, and the rules and regulations promulgated thereunder; of the SEC thereunder applicable to such SEC Filings and (ii) none did not contain (and, with respect to SEC Filings filed after the Agreement Date, will not contain as of the Company SEC Documents contained or will contain date of filing) any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of SportsLine included in the SEC Filings (collectively, the "Financial Statements") were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position of SportsLine as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Since October 1, 1999 and until the date of this Agreement, there has been no material change in SportsLine's accounting policies which would require disclosure in the Financial Statements under GAAP.

SEC Filings. (a) The Company 4.6.1 RHG has made available to the Purchaser accurate and complete copies (including exhibits thereto) of Buyer (i) its registration statement RHG’s annual reports on Form S-1 10-K (Reg. No. 333-83515 that was declared effective by as may have been amended prior to the XXX xx Xxxxxxxxx date hereof) for its fiscal years ended April 24, 2005, April 25, 2004, April 27, 2003, and Axxxx 00, 0000, (xx) its RHG’s quarterly report reports on Form 10-Q for each of the quarter quarters ended September 30July 24, 19992005, October 23, 2005 and January 22, 2006; (iii) its annual report on Form 10-K for proxy or information statements relating to meetings of the fiscal year ended December 31shareholders of RHG held (or actions taken without a meeting by such shareholders) since October 1, 19992002, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), and (iv) all of its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedulesstatements, schedules and registration statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC since October 1, 2002 (orthe documents referred to in this Section 4.6.1, if amended collectively, the “Company SEC Filed Documents”). RHG has made available to Buyer all correspondence of RHG, including any comment letters and the responses thereto, from or superseded by a to the Securities and Exchange Commission (the “SEC”) or its staff since October 1, 2002. 4.6.2 As of its filing prior date, each Company SEC Filed Document complied, and each such SEC document filed subsequent to the date of this Agreementhereof (collectively, then on the date of such filing): (i) each of “Company SEC Subsequently Filed Documents” and collectively with the Company SEC Documents complied or Filed Documents, the “Company SEC Documents”) will comply comply, as to form and content in all material respects with the applicable requirements of the Securities 1933 Act or and the Exchange Act (1934 Act, as the case may be) and . 4.6.3 As of its filing date (or, if amended or superceded by a filing prior to the rules and regulations promulgated thereunder; and (ii) none date hereof, on the date of the such filing), each Company SEC Documents contained or Filed Document filed pursuant to the 1934 Act did not, and each such Company SEC Subsequently Filed Document will not, contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 4.6.4 Each Company SEC Filed Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 4.6.5 RHG has put in place disclosure controls and procedures, as defined in Rule 13a-14(c) promulgated under the 1934 Act, to the extent required by applicable law and regulation.

SEC Filings. (a) The Company has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by Since January 1, 2014, the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A Company has filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedulesregistrations, documents, filings, statements and other documents submissions, together with any amendments thereto, that the Company was required to be filed by the Company on a form other than Form D or Form S-8 file with the SEC prior to (the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company “SEC Documents"Filings”). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) . As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (ia) each of the Company SEC Documents Filings complied or will comply as to form in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (as the case may be) and the rules and regulations promulgated thereunder; ), and (iib) none of the Company SEC Documents Filings contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ii) The consolidated financial statements contained in the SEC Filings: (a) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (b) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited financial statements) as permitted by Form 10-Q of the SEC, and except that unadjusted financial statements may not contain footnotes and are subject to year-end audit adjustments; and (c) fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations of the Company and its subsidiaries for the periods covered thereby.

SEC Filings. (a) The Company Since August 8, 2013, the Partnership has made available to timely filed with the Purchaser accurate and complete copies (SEC all reports, including exhibits thereto) of (i) its registration statement Annual Reports on Form S-1 (Reg. No. 33310-83515 that was declared effective by the XXX xx Xxxxxxxxx 00K, 0000, (xx) its quarterly report Quarterly Reports on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report and Current Reports on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 108-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, schedules and statements and other documents required to be filed or furnished by the Company on a form other than Form D Partnership under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Form S-8 with the SEC prior to the Closing Securities Act (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company “SEC Documents"”). . The SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (bthe “SEC Financial Statements”), at the time filed (in the case of registration statements, solely on the dates of effectiveness) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits (except to the Company extent corrected by a subsequently filed SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): ) (ia) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will did not contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading and (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The SEC Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present in all material respects the consolidated financial position and status of the business of the Partnership as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject in the case of unaudited statements, to normal, recurring and year-end audit adjustments).

SEC Filings. (a) The Company has made available to the Purchaser Enzon accurate and complete copies (including exhibits theretoexcluding copies of exhibits) of (i) its each report, registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D S-3 or Form S-8 S-8) and definitive proxy statement filed by the Company with the SEC prior to Securities and Exchange Commission (the Closing "SEC") between January 1, 2001 and the date of this Agreement (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents . Except as set forth on Part 2.5 of the Company which are required to be filed as exhibits to the Disclosure Schedule, each Company SEC Document which have not been so filed. (c) was filed with the SEC in a timely manner pursuant to the requirements of the Exchange Act. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements contained in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations of the Company and its subsidiaries for the periods covered thereby. Except as set forth in the financial statements included in the Company SEC Documents, neither the Company nor its subsidiaries has any liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to September 30, 2001, and liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to September 30, 2001, are not, in the aggregate, material to the financial condition or operating results of the Company and its subsidiaries, taken as a whole.

SEC Filings. (a) The Company POS has filed all forms, reports and documents required to be filed with the SEC since January 1, 1999 and has made available to the Purchaser accurate and complete copies (including exhibits thereto) of Buyer (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report Annual Reports on Form 10-K for the fiscal year years ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K")and 2001, (ivii) its quarterly report Quarterly Report on Form 10-Q for the quarter quarterly period ended March 31, 2000 2002, and, (iii) all proxy statements relating to @POS' meetings of stockholders (whether annual or special) held since January 1, 1999, (iv) all other reports or registration statements, including any Current Report on Form 8-K, filed by @POS with the SEC since January 1, 1999, and (v) all other forms, reports, schedules, amendments and supplements to all such reports and registration statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed @POS with the SEC (orcollectively, the "SEC Reports"). The SEC Reports (i) were ----------- prepared in all material respects in accordance with the requirements of the 1933 Act or the 1934 Act, as the case may be, 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): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of @POS' subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Reports (collectively, the "Seller Financial Statements") was prepared in accordance --------------------------- with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents the consolidated financial position of @POS and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount, and may not contain certain related notes as may be permitted by the applicable rules promulgated by the SEC.

SEC Filings. (a) The Company FLCI has made available filed all forms, reports and documents required to be filed with the Purchaser accurate SEC under the Securities Act and the Exchange Act since the date FLCI first registered the FLCI Common Stock under the Exchange Act and has delivered to USOL true and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K")1998, (ivii) its quarterly report Quarterly Reports on Form 10-Q for the quarter periods ended March 31September 30, 2000 1998, and Xxxxx 00, 0000, (xxx) Amendment No. 3 to its Registration Statement on Form SB-2 filed with the SEC on May 14, 1998, (iv) all other reports or registration statements filed by FLCI with the SEC since it first registered the FLCI Common Stock under the Exchange Act, and (v) all other formsamendments, reportssupplements and exhibits (including, scheduleswithout duplication, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference thereinreference) to all such reports and registration statements (the reports referred to in subsections (i) - (v), collectively, the "Company FLCI SEC DocumentsReports"). . The FLCI SEC Reports (bi) Without limiting were prepared in accordance with the foregoing, there are no contracts or other documents requirements of the Company which are required to be filed Securities Act or the Exchange Act, as exhibits to the Company SEC Document which have applicable, and (ii) did not been so filed. (c) As of at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings. (a) The Company SNET has made available filed with the SEC all forms, reports and documents required to be filed with the Purchaser accurate SEC since January 1, 1993 and has delivered to WB true and complete copies (including exhibits thereto) of its (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Annual Report foreclosure Form 10-K for the fiscal year years ended December 31, 19991995, December 31, 1994 and December 31, 1993, as amended by Form 10-K/A filed April 28with the SEC; (ii) proxy statements relating to all of SNET's meetings of stockholders (whether annual or special) since September 30, 2000 1993; and (the "Form 10-K")iii) all other reports, statements and registration statements (iv) its quarterly report including Quarterly Reports on Form 10-Q for the quarter ended March 31, 2000 and (vCurrent Reports on Form 8-K) all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 SNET with the SEC prior to the Closing since September 30, 1993 (collectively, with the "SEC Filings"). As of their respective dates, the SEC Filings (including all exhibits and schedules thereof thereto and documents incorporated by reference therein), the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have did not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of SNET and its subsidiaries included or incorporated by reference in the SEC Filings (including the related notes and schedules) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the 16 consolidated assets, liabilities and financial position of SNET and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments).

SEC Filings. (a) The Prior to the execution of this Agreement, the Company has timely filed and has delivered or made available to the Purchaser Acquiror complete and accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Exchange Act or the Securities Act of 1933, as amended (together with all subsequent forms, reports, schedules, statements and other documents filed by the Company on a form other than Form D or Form S-8 with the SEC United States Securities and Exchange Commission (the "SEC") prior to the Closing (Effective Date, collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC DocumentsPublic Reports"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): including without limitation (i) each of the Company SEC Documents complied or will comply in all material respects with Company's Annual Reports on Form 10-K for the applicable requirements of the Securities Act or years ended December 31, 1996, 1995 and 1994, as amended, as filed under the Exchange Act (as with the case may be) and the rules and regulations promulgated thereunder; and SEC, (ii) none all Company proxy statements and annual reports to shareholders used in connection with meetings of Company shareholders held since January 1, 1995, (iii) the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997, as filed under the Exchange Act with the SEC. As of their respective dates, the Company SEC Documents contained or will Public Reports (x) did not contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading and (y) complied in all material respects with the applicable laws and rules and regulations of the SEC. Since January 1, 1995, no subsidiary of the Company has been required to file any forms, reports, or other documents with the SEC. (b) The financial statements of the Company (including any footnotes thereto) contained in the Company Public Reports have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries and have been prepared in accordance with the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be otherwise indicated therein) and fairly presented the consolidated financial position of the Company and its subsidiaries (if any) as of the dates thereof and the consolidated results of operations, changes in shareholders' equity and cash flows of the Company and its subsidiaries (if any) for the periods then ended, except that any unaudited financial statements contained therein are subject to normal and recurring year-end adjustments.

SEC Filings. (ai) The Company has made available delivered to O&P (a) the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its Company's annual report on Form 10-K KSB for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 1995 (the "Form Company 10-KKSB"), (ivb) its quarterly report reports on Form 10-Q QSB for the quarter its fiscal quarters ended March 31, 2000 1996 and June 30, 1996, (c) its current report on Form 8-K dated January 6, 1996, (d) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1995, and (ve) all of its other forms, reports, schedulesstatements, schedules and registration statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC Securities and Exchange Commission (the "SEC") since December 31, 1995, and all materials incorporated therein by reference (the filings referred to in clauses (a) through (e) above and delivered to O&P prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, date hereof being hereinafter referred to as the "Company SEC DocumentsFilings"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (cii) As of the time it was its filing date, each such report or statement filed with the SEC (or, if amended or superseded by a filing prior pursuant to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents Exchange Act complied or will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will did not contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (iii) Each such registration statement and any amendment thereto filed pursuant to the Securities Act of 1933 and the rules and regulations promulgated thereunder (the "Securities Act"), as of the date such statement or amendment became effective, complied as to form in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. Financial Statements; Undisclosed ---------------------------------------------- Liabilities. (a) The Company has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, statements, ----------- schedules, statements certifications and other documents required to be filed by the Company on a form other than Form D or Form S-8 it with the SEC prior to the Closing since November 1, 2001 (collectively, with all exhibits and schedules thereof and the "SEC Reports"). As of ----------- their respective dates, the SEC Reports (including any documents or information incorporated by reference therein and including any financial statements or schedules included therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), the Exchange Act, the Xxxxxxxx-Xxxxx Act (as the case may be) and -------------- and, in each case, the rules and regulations promulgated thereunder; , and (ii) none did not, at the time they were filed, or, if amended, as of the Company SEC Documents contained or will date of such amendment, contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is or has been required to file any form, report, statement, schedule, certification or other document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained in the SEC Reports was prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis ---- throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC and the requirements of Regulation S-X under the Securities Act) and each fairly presents, in all material respects, the consolidated financial position, results of operations, shareholders' equity and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to the absence of footnotes and to normal and recurring year-end adjustments). All of the Subsidiaries are consolidated for accounting purposes. (c) Except as set forth in the SEC Reports, and to the extent set forth on the consolidated balance sheet of the Company and its consolidated Subsidiaries as at October 31, 2004, included in the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2004, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations (i) incurred in the ordinary course of business and in a manner consistent with past practice since October 31, 2004, or (ii) the obligations to pay fees and expenses to the Company's attorneys, accountants and the Company Financial Advisor relating to the obligations contemplated by this Agreement. None of the liabilities or obligations contemplated by the preceding sentence have had, individually or in the aggregate, or would reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, the aggregate amount of all Indebtedness of the Company and its Subsidiaries (other than any Indebtedness owed by the Company to any Subsidiary or any Subsidiary to the Company or another Subsidiary) does not exceed $75 million.

SEC Filings. (a) The Company Parent has filed all forms, reports and documents required to be filed with the SEC since December 31, 1998, and has heretofore made available to the Purchaser accurate and complete copies (including exhibits thereto) of Company, in the form filed with the SEC, (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K")1998, (ivii) its quarterly report Quarterly Report on Form 10-Q for the quarter periods ended March 31, 2000 1999 and June 30, 1999, (iii) the proxy statement relating to Parent's annual meeting of stockholders held on May 24, 1999 and (iv) its Current Reports on Form 8-K dated July 15, 1999, August 16, 1999, September 27, 1999 and October 14, 1999 and (v) all any other forms, reports, schedules, report or registration statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 it with the SEC prior to the Closing since December 31, 1998 (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company PARENT SEC DocumentsREPORTS"). . The Parent SEC Reports (bi) Without limiting were prepared in accordance with the foregoing, there are no contracts or other documents requirements of the Company which are required to be filed Securities Act (if applicable, and the Securities Exchange Act of 1934, as exhibits to the Company SEC Document which have amended, and (ii) did not been so filed. (c) As of at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of Parent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") have been prepared in accordance with the published rules and regulations of the SEC applicable thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) and present fairly the consolidated financial position of Parent at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnotes and to normal audit adjustments which will not be material in amount). The shares of Parent Common Stock issuable upon exercise of the options to be issued in respect of outstanding options to purchase Company Capital Stock at the Effective Time have been or will be registered pursuant to an effective registration statement on Form S-8.

SEC Filings. (a) The Company Purchaser has filed all forms, reports and documents required to be filed with the SEC since January 1, 2000 and has made available to Seller, in the Purchaser accurate and complete copies (including exhibits thereto) of form filed with the SEC, (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year years ended December 31, 19992000, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K")2001 and 2002, (ivii) its quarterly report on Form 10-Q for the quarter period ended March 31, 2000 2003, (iii) all proxy statements relating to Purchaser's xxxxxxxx xx xxxxxxxxders (whether annual or special) held since January 1, 2000, (iv) all other reports or registration statements filed by Purchaser with the SEC since January 1, 2000, and (v) all other amendments and supplements to all such reports, proxy statements and registration statements filed by Purchaser with the SEC. All such required forms, reportsreports and documents (including those enumerated in clauses (i) through (v) of the preceding sentence) are referred to herein as the "Purchaser SEC Reports." As of their respective dates, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 Purchaser SEC Reports (i) were prepared in accordance with the SEC prior to requirements of the Closing Securities Act of 1933, as amended (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC DocumentsSecurities Act"). , or the Securities Exchange Act of 1934, as amended (b) Without limiting the foregoing"Exchange Act"), there are no contracts or other documents as the case may be, and the rules and regulations of the Company which are required SEC thereunder applicable to be filed as exhibits to the Company such Purchaser SEC Document which have Reports, and (ii) did not been so filed. (c) As of at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Purchaser's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings. (a) The Company has made available to the Purchaser Parent and Acquisition Sub accurate and complete copies (including exhibits thereto) of (i) its all registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00statements, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 definitive proxy statements and (v) all other formsstatements, reports, schedules, statements forms and other documents (and all amendments or supplements thereto) filed by Company with the SEC since January 31, 2000 (the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to be have been filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectivelysince January 31, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which 2000 have not been so filed. (c) filed and in a timely manner. As of the time it was filed with the SEC (or, if amended amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and including, without limitation, with the rules and regulations promulgated thereunderprovisions of SOX; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements (including any related notes) contained in the Company SEC Documents: (i) when filed, complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) when filed, were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments), and (iii) fairly present in all material respects the consolidated financial position of Company as of the respective dates thereof and the consolidated results of operations and cash flows of Company for the periods covered thereby. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2002 included in the Company’s Quarterly Report for the quarter ended September 30, 2002 is sometimes referred to as the “Latest Balance Sheet”. (c) Prior to the Offer Closing Date, the Company has and will have in place the “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of the Company to engage in the review and evaluation process mandated by the Exchange Act, which shall have been delivered to Parent. The Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports.

SEC Filings. (a) The Company Lucent has made available to the Purchaser accurate and complete copies (including exhibits thereto) of Alcatel (i) its registration statement annual reports on Form S-1 (Reg. No. 33310-83515 that was declared effective by the XXX xx Xxxxxxxxx 00K for its fiscal years ended September 30, 00002003, 2004 and 2005, (xxii) its quarterly report reports on Form 10-Q for the quarter its fiscal quarters ended after September 30, 19992005, (iii) its annual report on Form 10-K for proxy or information statements relating to meetings of, or actions taken without a meeting by, the fiscal year ended December 31stockholders of Lucent held since September 30, 19992004, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), and (iv) all of its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedulesstatements, schedules and registration statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior since September 30, 2005 (the documents referred to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, in this Section 3.07(a) being referred to in this Agreement collectively as the "Company LUCENT SEC DocumentsDOCUMENTS"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (its filing date or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of the last such filing): (i) amendment prior to the date of this Agreement, each of the Company Lucent SEC Documents Document complied or will comply as to form in all material respects with the applicable requirements of the Securities Exchange Act, the 1933 Act or and the Sarbanes-Oxley Act of 2002 (the "SARBANES-OXLEY ACT"). (x) Xx xx xxx filing date, or, if xxxxxxx xxxxx to the date of this Agreement, as of the date of the last such amendment prior to the date of this Agreement, each Lucent SEC Document filed pursuant to the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will did not contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each registration statement constituting a Lucent SEC Document, as amended or supplemented, if applicable, filed with the SEC by Lucent pursuant to the 1933 Act as of the date such statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Lucent has established and maintains a system of "disclosure controls and procedures" and "internal control over financial reporting" (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles ("US GAAP"), consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Lucent's assets. As of September 30, 2005, (x) there were no "material weaknesses" (as defined by the Public Company Accounting Oversight Board) and (y) there was no series of multiple "significant deficiencies" (as defined by the Public Company Accounting Oversight Board) that was reasonably likely to collectively represent a "material weakness" in the design or operation of Lucent's internal controls. Since September 30, 2005, neither Lucent nor any of its Subsidiaries nor, to Lucent's knowledge, Lucent's independent auditors, have identified or been made aware of (A) any material weakness in the system of internal controls utilized by Lucent and its Subsidiaries, (B) any fraud, whether or not material, that involves Lucent's management or other employees who have a role in the preparation of financial statements or the internal controls utilized by Lucent and its Subsidiaries or (C) any material claim or allegation regarding any of the foregoing. (f) The "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Lucent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Lucent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed is accumulated and communicated to Lucent's management as appropriate to allow timely decisions regarding required disclosure and to enable the Chief Executive Officer and Chief Financial Officer of Lucent to make the certifications required under the Exchange Act with respect to such reports.

SEC Filings. Forefront Holdings has filed with the Securities and Exchange Commission (a“SEC”) The Company has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report Annual Report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K KSB for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K")2006, (ivii) its quarterly report Quarterly Reports on Form 10-Q for the quarter quarters ended March 31, 2000 June 30 and September 29, 2007 and (viii) all of its other forms, reports, schedulesstatements, schedules and registration statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing through November 29, 2007 (collectively, the “SEC Documents”). As of its filing date (and as of the date of any amendment), each SEC Document complied as to form in all material respects with all exhibits the applicable requirements of the Securities Act of 1933, as amended, and schedules thereof and documents incorporated by reference thereinthe Securities Exchange Act of 1934, as amended, the "Company SEC Documents"). (b) Without limiting Xxxxxxxx-Xxxxx Act, and, in each case, the foregoingrules and regulations promulgated thereunder, there are no contracts or other documents of as the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) case may be. As of the time it was filed with the SEC its filing date (or, if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing): (i) ), each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of Document filed pursuant to the Securities Act or the Exchange Act (of 1934, as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will amended, did not contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The SEC Documents constitute all forms, reports, statements, schedules and other documents required to be filed by Forefront Holdings with the SEC since March 30, 2007. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the SEC Documents. The consolidated financial statements and related notes thereto contained in the SEC Documents (the “Forefront Holdings Financials”), comply in all material respects with the 1934 Act, and the rules and regulations of the SEC promulgated thereunder and have been prepared in accordance with United States generally accepted accounting principles applied on a basis consistent throughout the periods indicated and consistent with each other; and (ii) the Forefront Holdings Financials present fairly and accurately the consolidated financial condition and operating results of Forefront Holdings in all material respects as of the dates and during the periods indicated therein. The unaudited Forefront Holdings Financials do not contain additional financial statements and footnotes required under United States generally accepted accounting principles, and are subject to normal year-end adjustments. The accounting books and records of Forefront Holdings have been maintained in accordance with sound business practices, including the maintenance of an adequate system of disclosure and internal controls designed to ensure that all material information concerning Forefront Holdings is made known on a timely basis to the individuals responsible for the preparation of the Forefront Holdings SEC Documents.

SEC Filings. (a) The Company 3.4.1 Parent has made available to the Purchaser accurate Company true and complete copies (including exhibits thereto) of (i) its each report, registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 S-8) and definitive proxy statement (in each case excluding copies of exhibits) filed by Parent with the SEC prior between December 31, 1998 and the Agreement Date pursuant to the Closing 1933 Act or the 1934 Act, including without limitation the Parent 1998 10-K (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company Parent SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) . As of the time it was filed with the SEC Securities and Exchange Commission (the "SEC") (or, if amended or superseded by a subsequent filing prior to the date of this AgreementAgreement Date, then on the date of such subsequent filing): (i) each of the Company Parent SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "1933 Act") or the Securities Exchange Act of 1934, as amended (the "1934 Act") (as the case may be) and the rules and regulations promulgated thereunder); and (ii) none of the Company Parent SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.4.2 The consolidated financial statements (including any related notes) contained in the Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in conformity with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as 30 39 permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments); and (iii) fairly present the consolidated financial position of Parent and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods covered thereby.

SEC Filings. (a) The Company previously has made available delivered to the Purchaser accurate and complete copies (including exhibits thereto) a copy of (i) its registration statement the Company's Annual Report on Form S-1 (Reg. No. 33310-83515 that was declared effective by KSB for the XXX xx Xxxxxxxxx 00year ended December 31, 00002002, (xx) its and the quarterly report reports on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter quarters ended March 31, 2000 2003, June 30, 2003 and September 30, 2003, Proxy Statement for the annual shareholders meeting held on August 4, 2003 and current reports on Form 8-K filed on November 19, 2003, August 8, 2003, May 19, 2003 and April 4, 2003 (v) collectively, the "Reports"). Since 1996, the Company has made all other forms, reports, schedules, statements and other documents filings required to be filed made by it under the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference thereinSecurities Act, the Securities Exchange Act of 1934 (the "Company SEC Documents1934 Act"). (b) Without limiting and the foregoingsecurities laws of any state, there are no contracts or other documents and any rules and regulations promulgated thereunder. The consolidated financial statements of the Company which included in the Reports have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto) and fairly present the financial position of Company as at the dates thereof and the results of its operations and changes in cash flows for the periods then ended. The information contained in the Reports is or was accurate and complete as of the date given. No stop order asserting that any of the transactions contemplated by this Agreement are required to be filed as exhibits subject to the Company SEC Document which have not been so filed. (c) As registration requirements of the Securities Act has been issued by the SEC. The Reports, at the time it was they were or are hereafter filed or last amended, as the case may be, with the SEC (orSEC, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or and will comply in all material respects with the applicable requirements of the Securities Act or 1934 Act. Neither the Exchange Act (Agreement nor the Reports, taken as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will a whole, contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the best of the Company's knowledge, it is not currently under investigation by the SEC, AMEX or other governmental authority.

SEC Filings. (a) The Company has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) timely filed all reports, schedules, forms, statements and other documents required to be filed with the SEC since January 1, 2022 (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, collectively, the “SEC Filings”) and (ii) delivered or made available (by filing on the XXXXX system (as defined below)) to Lilly complete copies of the SEC Filings, including, but not limited to, its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as amended by 2022 (the “Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv”) and its quarterly report Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 and 2023 (v) all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than “Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"10-Q”). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) . As of the time it was filed with the SEC (orits date, or if amended or superseded by a filing prior to amended, as of the date of this Agreementthe last such amendment, then on the date of such filing): (i) each of the Company SEC Documents Filing complied or will comply in all material respects with the applicable requirements of the Securities 1934 Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none 1933 Act applicable to such SEC Filings, and, as of its date, or if amended, as of the Company date of the last such amendment, such SEC Documents contained or will Filings did not contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements of the Company included in the Form 10-K and Form 10-Q comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto as in effect at the time of filing, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except that the unaudited financial statements may not contain all footnotes required by GAAP, and, in the case of quarterly financial statements, except as permitted by Form 10-Q under the 1934 Act) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and its consolidated results of its operations and cash flows for the periods then ended. (c) The Company and its Subsidiary do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations (a) reflected or reserved against on the most recent consolidated balance sheet of the Company included in the SEC Filings or the notes thereto, (b) incurred since the latest date of such balance sheet in the ordinary course of business or (c) that are not material to the Company and its Subsidiary, considered as a whole. (d) As of the date of this Agreement, the Common Stock is listed on Nasdaq and registered pursuant to Section 12(b) of the 1934 Act, and the Company has taken no action designed to or reasonably likely to have the effect of terminating the registration of the Common Stock under the 1934 Act or delisting the Common Stock from Nasdaq. There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the continued listing of the Common Stock on Nasdaq. The Company is in compliance in all material respects with the requirements of Nasdaq for continued listing of the Common Stock thereon.

SEC Filings. (a) The Company LightTouch has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements reports and other documents required to be filed by it with the U.S. Securities and Exchange Commission (the "SEC") since April 2, 2000, and has heretofore delivered to Vanishing Point, in the form filed with the SEC, (i) its initial Registration Statement on Form 10-SB and all Amended Registration Statements on Form 10-SB/A, (ii) its Quarterly Report on Form 10-QSB for the period ended March 31, 2000, (iii) all proxy statxxxxxx xxxxxxxx xx xhe Company's meetings of stockholders (whether annual or special) held since April 2, 2000 and (iv) all other forms, reports and other registration statements (other than the Quarterly Report on Form 10-QSB not referred to in clause (ii) above) filed by the Company on a form other than Form D or Form S-8 with the SEC prior since April 2, 2000 (the forms, reports and other documents referred to the Closing in clauses (i), (ii), (iii) and (iv) above being referred to herein, collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, as the "Company SEC DocumentsREPORTS"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company . The SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): Reports (i) each of the Company SEC Documents complied or will comply were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, and the Securities Exchange Act of 1934 (the "EXCHANGE ACT"), as the case may be) , and the rules and regulations promulgated thereunder; thereunder and (ii) none of did not at the Company SEC Documents contained or will time they were filed contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No subsidiary of LightTouch is required to file any form, report or other document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented the consolidated financial position, results of operations and changes in financial position of LightTouch and the consolidated subsidiaries of LightTouch as at the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not and are not expected, individually or in the aggregate, to be material). (c) LightTouch has heretofore furnished to Vanishing Point complete and correct copies of all amendments and modifications that have not been filed by LightTouch with the SEC to all agreements, documents and other instruments that previously had been filed by LightTouch with the SEC and are currently in effect.

SEC Filings. (a) The Company has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) timely filed all reports, schedules, forms, statements and other documents required to be filed with the SEC since January 1, 2022 (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, collectively, the “SEC Filings”) and (ii) delivered or made available (by filing on the XXXXX system (as defined below)) to Lilly complete copies of the SEC Filings, including, but not limited to, its registration statement Annual Report on Form S-1 10-K for the year ended December 31, 2022 (Reg. No. 333the “Form 10-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xxK”) and its quarterly report Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, 2023 (iii) its annual report on the “Form 10-K for the fiscal year ended December 31Q”). As of its date, 1999or if amended, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreementthe last such amendment, then on the date of such filing): (i) each of the Company SEC Documents Filing complied or will comply in all material respects with the applicable requirements of the Securities 1934 Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none 1933 Act applicable to such SEC Filings, and, as of its date, or if amended, as of the Company date of the last such amendment, such SEC Documents contained or will Filings did not contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements of the Company included in the Form 10-K and Form 10-Q comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto as in effect at the time of filing, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except that the unaudited financial statements may not contain all footnotes required by GAAP, and, in the case of quarterly financial statements, except as permitted by Form 10-Q under the 1934 Act) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and its consolidated results of its operations and cash flows for the periods then ended. (c) The Company and its Subsidiary do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations (a) reflected or reserved against on the most recent consolidated balance sheet of the Company included in the SEC Filings or the notes thereto, (b) incurred since the latest date of such balance sheet in the ordinary course of business or (c) that are not material to the Company and its Subsidiary, considered as a whole. (d) As of the date of this Agreement, the Common Stock is listed on Nasdaq and registered pursuant to Section 12(b) of the 1934 Act, and the Company has taken no action designed to or reasonably likely to have the effect of terminating the registration of the Common Stock under the 1934 Act or delisting the Common Stock from Nasdaq. There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the continued listing of the Common Stock on Nasdaq. The Company is in compliance in all material respects with the requirements of Nasdaq for continued listing of the Common Stock thereon.

SEC Filings. (a) The Company SCO Group has made available to timely filed with the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) SEC all other forms, reports, schedules, statements reports and other documents required to be filed by SCO Group since January 1, 2007 under the Company Exchange Act, including, without limitation, (i) all Annual Reports on a form other than Form D or 10-K, (ii) all Quarterly Reports on Form S-8 with the SEC prior to the Closing 10-Q, and (iii) all Current Reports on Form 8-K (collectively, the “SEC Reports”), all of which were prepared in compliance in all material respects with all exhibits and schedules thereof and documents incorporated by reference thereinthe applicable requirements of the Exchange Act. As of their respective dates, the "Company SEC Documents"). Reports (bA) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or of 1933, as amended, the Exchange Act (as the case may be) Act, and the rules any applicable state securities and regulations promulgated thereunder; blue sky laws, and (iiB) none of the Company SEC Documents contained or will did not contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated statements of net assets in liquidation and changes in net assets in liquidation and each of the consolidated statements of operations, cash flows and stockholders’ equity included in or incorporated by reference into the SEC Reports (including any related notes and sections) fairly presents the results of operations, cash flows and stockholders’ equity, as the case may be, of SCO Group and its consolidated subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year end audit adjustments which would not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Filings. (a) The Company has made available to the Purchaser Parent and Acquisition Sub accurate and complete copies (including exhibits thereto) of (i) its all registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00statements, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 definitive proxy statements and (v) all other formsstatements, reports, schedules, statements forms and other documents required to be (and all amendments or supplements thereto) filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing since January 27, 2000 (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents . Except as set forth in Section 3.5 of the Company which are Disclosure Letter, all statements, reports, schedules, forms and other documents required to be have been filed as exhibits to by Company with the Company SEC Document which since January 27, 2000 have not been so filed. (c) filed and in a timely manner. As of the time it was filed with the SEC (or, if amended amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and including, without limitation, with the rules and regulations promulgated thereunderprovisions of SOX; and (ii) except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Except to the extent stated therein, the consolidated financial statements (including any related notes) contained in the Company SEC Documents: (i) when filed, complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) when filed, were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments), and (iii) fairly present in all material respects the consolidated financial position of Company as of the respective dates thereof and the consolidated results of operations and cash flows of Company for the periods covered thereby (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments). The unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2002 included in the Company's Quarterly Report for the quarter ended September 30, 2002 is sometimes referred to as the "Latest Balance Sheet". (c) The Company has and will have in place the "disclosure controls and procedures" (as defined in Rules 13a-14(c) and 15d-14(c) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of the Company to engage in the review and evaluation process mandated by the Exchange Act. The Company's "disclosure controls and procedures" are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports.

SEC Filings. (a) The Company has made available to As of their respective filing dates, the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by Company's filings with the XXX xx Xxxxxxxxx 00SEC under the 1934 Act since April 15, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 2014 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities 1934 Act or the Exchange Act (as the case may be) and the rules and regulations of the SEC promulgated thereunder; thereunder applicable to the SEC Documents, and (ii) none of the Company SEC Documents Documents, at the time they were filed with the SEC, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company represents that, as of the date hereof, no material event or circumstance has occurred which would be required to be publicly disclosed or announced on a Current Report on Form 8-K, either as of the date hereof or solely with the passage of time by the Company but which has not been so publicly announced or disclosed. The Company has filed a Registration Statement on Form 8-A that is currently effective. Accordingly, the Company is currently subject to the reporting requirements of Section 13 of the 1934 Act as required under Rule 144(c) and Rule 144(i). As of the date hereof, the Company (i) has satisfied the current public information requirements set forth in Rule 144(c)(i) and (ii) in accordance with provisions of Rule 144(i), the Company (x) is no longer an issuer described in Rule 144(i)(1)(i), (y) has filed all reports and other materials required to be filed by section 13 or 15(d) of the 1934 Act, as applicable, during the preceding 12 months (or for such shorter period that the Company was required to file such reports and materials), other than Form 8-K reports, and (z) filed current “Form 10 information” with the SEC reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i) at least one year prior to the date hereof.

SEC Filings. (a) The Company has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A timely filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other required forms, reports, schedulesstatements, statements exhibits, schedules and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing since October 1, 1996 (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC DocumentsPublic Reports"). (b) Without limiting the foregoing. As of their respective dates, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents Public Reports complied or will comply in all material respects with the applicable requirements of the Securities Act Act, or the Exchange Act (Act, as the case may be) , and the rules and regulations of the SEC promulgated thereunder; thereunder applicable to such Company Public Reports, and (ii) none of the Company SEC Documents contained or will contain Public Reports contains any untrue statement of a material fact or omitted or will omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading except, in each case, to the extent that a Public Company Report has been amended, revised or superseded by a subsequent filing with the SEC made prior to the date hereof. No Subsidiary has, or since October 1, 1996 has had, any obligation to file any forms, reports, statements, exhibits, schedules or other documents with the SEC. (b) The consolidated financial statements included in the Company Public Reports (including any pro forma financial information contained therein) (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries (ii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or required by changes in generally accepted accounting principles) and (iv) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of their operations, changes in stockholders equity and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal, recurring, year-end audit adjustments), except that any pro forma financial statements contained in such consolidated financial statements are not necessarily indicative of the consolidated financial position of Company and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations, changes in stockholders' equity and cash flows for the periods indicated. (c) The unaudited preliminary financial information reflected on Schedule 2.4(c) has been prepared from, and is in accordance with, in all material respects, the books and records of the Company and the Subsidiaries and, to the Company's knowledge, are accurate in all material respects.

SEC Filings. (a) The Company has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its Each report, registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements and other documents required to be definitive proxy statement filed by the Company on a form other than Form D or Form S-8 with the SEC prior to Securities and Exchange Commission (the Closing (collectively, with all exhibits “SEC,” and schedules thereof and documents incorporated by reference thereinthe documents, the "“Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing”): (i) each of the Company SEC Documents complied or will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the published rules and regulations promulgated thereunderof the SEC applicable thereto and, with respect to those filed within the past twenty-four months, were timely filed; and (ii) none the information contained therein as of the Company SEC Documents contained or will respective dates thereof did not contain any an untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading; (iii) the consolidated financial statements contained therein were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iv) the consolidated balance sheets contained therein fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations cash flows and the changes in stockholders’ equity of the Company and its subsidiaries for the periods covered thereby. Except as set forth in the financial statements included in the Company SEC Documents, neither the Company nor its subsidiaries has any liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to March 31, 2015, and liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to March 31, 2015, are not, in the aggregate, material to the financial condition or operating results of the Company and its subsidiaries, taken as a whole.

SEC Filings. (a) The Company has made available to filed with the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) ----------- Commission all other forms, reports, schedules, statements statements, and other documents required to be filed by it under the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference thereinSecurities Act, the "Company SEC Documents"). (b) Without limiting the foregoingExchange Act, there are no contracts or and all other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) Federal securities laws and the rules and regulations promulgated thereunder; and , during the period from June 1996 to the date of this Agreement (ii) none the "SEC Filings"). A final draft of the Company Company's 10Q for the quarter ended ----------- June 30, 1997 is annexed to Schedule 4.9 (the "June 10Q"). Each SEC Documents contained Filing ------------ -------- and the June 10Q was prepared in accordance with, and at the time of filing complied (or will contain comply) in all material respects with, the requirements of the Securities Act, the Exchange Act or other applicable Federal securities law and the rules and regulations promulgated thereunder, as the case may be, except as the same was corrected or superseded in a subsequent SEC Filing filed with the Commission. Neither the SEC Filings nor the June 10Q, including, without limitation, any financial statements or schedules included therein, at the time filed, contained any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, except as the same was corrected or superseded in a subsequent SEC Filing filed with the Commission. The consolidated historical financial statements (including, in each case, any related notes thereto) contained in the SEC Filings and the June 10Q have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as described therein) and each presents fairly the consolidated financial position of the Company and its consolidated Subsidiaries at the respective dates thereof and the consolidated results of its operations and changes in cash flows for the period indicated (subject to normal year-end audit adjustments in the case of any unaudited interim financial statements).

SEC Filings. (a) The Company has made available to With the Purchaser accurate exception of the financial statements and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by related financial disclosure in the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual Company's Annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 2003 (the "Form 10-K") (including but not limited to Management's Discussion and Analysis of Financial Condition and Results of Operations and Selected Financial Data), the documents that the Company has filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (iv) its quarterly report on Form 10-Q for the quarter ended March "Exchange Act"), since December 31, 2000 and 2003 (v) all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with including all exhibits and schedules thereof included therein and documents incorporated by reference therein, therein hereinafter being referred to as the "Company Reports" and together with the Form 10-K the "SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) Act, and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder; thereunder as of their respective filing dates, and except as to the financial statements and related financial disclosure (ii) including but not limited to Management's Discussion and Analysis of Financial Condition and Results of Operations and Selected Financial Data), none of the Company SEC Documents Documents, when filed, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation is given as to whether the absence of Summary Financial Statements, Selected Financial Data, Supplementary Financial Information, Management's Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures about Market Risk, Annual Financial Statements for the fiscal years ended December 31, 2001, 2002, 2003 and 2004 and the notes thereto, and Quarterly Financial Statements for the quarters ended March 31, 2004, June 30, 2004, and September 30, 2004, from the Memorandum constitutes a material omission. The Company agrees to use reasonable best efforts to become current in its reporting requirements under the Exchange Act as soon as practicable, and it will notify each Purchaser promptly after the Compliance Date (as defined in Section 6.2(a)(i)).

SEC Filings. (a) The Company has made available to filed with the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) Commission ----------- all other forms, reports, schedules, statements statements, and other documents required to be filed by it under the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference thereinSecurities Act, the "Company SEC Documents"). (b) Without limiting the foregoingExchange Act, there are no contracts or and all other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) Federal securities laws and the rules and regulations promulgated thereunder; and , during the period from June 1996 to the date of this Agreement (ii) none the "SEC Filings"). A final ----------- draft of the Company Company's 10Q for the quarter ended June 30, 1997 is annexed to Schedule 4.9 (the "June 10Q"). Each SEC Documents contained Filing and the June 10Q was prepared in ------------ -------- accordance with, and at the time of filing complied (or will contain comply) in all material respects with, the requirements of the Securities Act, the Exchange Act or other applicable Federal securities law and the rules and regulations promulgated thereunder, as the case may be, except as the same was corrected or superseded in a subsequent SEC Filing filed with the Commission. Neither the SEC Filings nor the June 10Q, including, without limitation, any financial statements or schedules included therein, at the time filed, contained any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, except as the same was corrected or superseded in a subsequent SEC Filing filed with the Commission. The consolidated historical financial statements (including, in each case, any related notes thereto) contained in the SEC Filings and the June 10Q have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as ---- described therein) and each presents fairly the consolidated financial position of the Company and its consolidated Subsidiaries at the respective dates thereof and the consolidated results of its operations and changes in cash flows for the period indicated (subject to normal year-end audit adjustments in the case of any unaudited interim financial statements).

SEC Filings. (a) The Company Lucent has made available to the Purchaser accurate and complete copies (including exhibits thereto) of Alcatel (i) its registration statement annual reports on Form S-1 (Reg. No. 33310-83515 that was declared effective by the XXX xx Xxxxxxxxx 00K for its fiscal years ended September 30, 00002003, 2004 and 2005, (xxii) its quarterly report reports on Form 10-Q for the quarter its fiscal quarters ended after September 30, 19992005, (iii) its annual report on Form 10-K for proxy or information statements relating to meetings of, or actions taken without a meeting by, the fiscal year ended December 31stockholders of Lucent held since September 30, 19992004, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), and (iv) all of its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedulesstatements, schedules and registration statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior since September 30, 2005 (the documents referred to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, in this Section 3.07(a) being referred to in this Agreement collectively as the "Company Lucent SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (its filing date or, if amended or superseded by a filing prior to the date of this Agreement, then on as of the date of the last such filing): (i) amendment prior to the date of this Agreement, each of the Company Lucent SEC Documents Document complied or will comply as to form in all material respects with the applicable requirements of the Securities Exchange Act, the 1933 Act or and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"). (c) As of its filing date, or, if amended prior to the date of this Agreement, as of the date of the last such amendment prior to the date of this Agreement, each Lucent SEC Document filed pursuant to the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will did not contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each registration statement constituting a Lucent SEC Document, as amended or supplemented, if applicable, filed with the SEC by Lucent pursuant to the 1933 Act as of the date such statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Lucent has established and maintains a system of "disclosure controls and procedures" and "internal control over financial reporting" (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles ("US GAAP"), consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Lucent's assets. As of September 30, 2005, (x) there were no "material weaknesses" (as defined by the Public Company Accounting Oversight Board) and (y) there was no series of multiple "significant deficiencies" (as defined by the Public Company Accounting Oversight Board) that was reasonably likely to collectively represent a "material weakness" in the design or operation of Lucent's internal controls. Since September 30, 2005, neither Lucent nor any of its Subsidiaries nor, to Lucent's knowledge, Lucent's independent auditors, have identified or been made aware of (A) any material weakness in the system of internal controls utilized by Lucent and its Subsidiaries, (B) any fraud, whether or not material, that involves Lucent's management or other employees who have a role in the preparation of financial statements or the internal controls utilized by Lucent and its Subsidiaries or (C) any material claim or allegation regarding any of the foregoing. (f) The "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Lucent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Lucent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed is accumulated and communicated to Lucent's management as appropriate to allow timely decisions regarding required disclosure and to enable the Chief Executive Officer and Chief Financial Officer of Lucent to make the certifications required under the Exchange Act with respect to such reports.

SEC Filings. (a) The Company has made available delivered to the Purchaser accurate and complete copies (including exhibits thereto) of Farnell (i) its registration statement annual reports on Form S-1 (Reg. No. 33310-83515 that was declared effective by the XXX xx Xxxxxxxxx 00K for its fiscal years ended May 31, 00001993, 1994 and 1995, (xxii) its quarterly report reports on Form 10-Q for the quarter its fiscal quarters ended September August 31, 1995, and November 30, 19991995, (iii) its annual report on Form 10-K for proxy or information statements relating to meetings of, or actions taken without a meeting by, the fiscal year ended December 31stockholders of the Company held since June 1, 19991993, as amended by Form 10-K/A and (iv) all of its other reports, statements, schedules and registration statements filed April 28, 2000 with the Securities and Exchange Commission (the "Form 10-KSEC")) since June 1, (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing 1993 (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC DocumentsREPORTS"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was its filing date, each SEC Report filed with the SEC (or, if amended or superseded by a filing prior pursuant to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may bei) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will did not contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading and (ii) complied as to form in all material respects with the requirements of the Exchange Act. (c) The Company is eligible to use Securities Act Form S-3 for the filing of a Registration Statement under the Securities Act. (d) All reports, statements or schedules filed by the Company with the SEC under the Exchange Act (other than the Proxy Statement) after the date hereof (i) will not, as of its filing date, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) will comply as to form in all material respects with the requirements of the Exchange Act.

SEC Filings. (a) The Company Parent has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 it with the SEC prior (such forms, reports, statements and other documents are hereinafter referred to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, as the "Company Parent SEC DocumentsReports"). . The Parent SEC Reports (bi) Without limiting were prepared in all material respects in accordance with the foregoing, there are no contracts or other documents applicable requirements of the Company which are required to be filed Securities Act or the Exchange Act, as exhibits to the Company SEC Document which have case may be, and (ii) did not been so filed. (c) As of at the time it was they were filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements (including, in each case, any related notes and schedules thereto) contained in the Parent SEC Reports were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments. (c) Since June 30, 2001, except as set forth on SCHEDULE 6.6 or disclosed in the Parent SEC Reports, (i) Parent has operated its business in the usual and ordinary course consistent with past practice, has not sold or otherwise disposed of any assets (other than the sale of inventory or collection of receivables in the ordinary course of its business) with an aggregate value of $100,000 or more, and has not declared or paid any dividends or made any other distributions on its capital stock or repurchased or agreed to repurchase any of its capital stock; (ii) there has been no material adverse change in the business, results of operations, assets, liabilities, financial condition or prospects of Parent; (iii) Parent has not incurred any material damage, destruction or loss (whether or not covered by insurance) to its owned or leased property or assets; (iv) there have not been any amendments or changes in the Certificate of Incorporation or Bylaws of Parent; (v) no Encumbrance has been created upon property of Parent; (vi) there has not been any change by Parent in its accounting methods, principles or practices; and (vii) there has not been any revaluation by Parent of any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business.

SEC Filings. (a) The Company has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its Each report, registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements and other documents required to be definitive proxy statement filed by the Company on a form other than Form D or Form S-8 with the SEC prior to Securities and Exchange Commission (the Closing (collectively, with all exhibits “SEC,” and schedules thereof and documents incorporated by reference thereinthe documents, the "“Company SEC Documents"). (b”) Without limiting the foregoingsince January 1, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): 2022: (i) each of the Company SEC Documents complied or will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the published rules and regulations promulgated thereunderof the SEC applicable thereto and was timely filed; and (ii) none the information contained therein as of the Company SEC Documents contained or will respective dates thereof did not contain any an untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading; (iii) the consolidated financial statements contained therein were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iv) the consolidated balance sheets contained therein fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations cash flows and the changes in stockholders’ equity of the Company and its subsidiaries for the periods covered thereby. Except as set forth in the financial statements included in the Company SEC Documents and for a loan facility (the “SWK Debt”) with SWK Funding LLC (“SWK”) which is being established at approximately the date of this Agreement: (A) neither the Company nor its subsidiaries has any liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to December 31, 2021, and liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements; and (B) such liabilities incurred subsequent to December 31, 2021, are not, in the aggregate, material to the financial condition or operating results of the Company and its subsidiaries, taken as a whole.

SEC Filings. (a) The Company has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other formsAll statements, reports, schedules, statements forms and other documents required to be have been filed by the Company on a form other than Form D or Form S-8 Parent with the SEC prior to Securities and Exchange Commission (the Closing “SEC”) since November 30, 2000 (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company “SEC Documents"). (b”) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) . As of the time it was filed with the SEC their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amendment or superseding filing): (iA) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder); and (iiB) none of the Company SEC Documents contained or will contain contained, at the respective times they were filed, any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ii) The financial statements (including any related notes) contained in the SEC Documents: (A) complied, at the respective times they were filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable thereto; (B) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not have contained footnotes and were subject to normal and recurring year-end adjustments which were not, or are not reasonably expected to be, individually or in the aggregate, material in amount), and (C) fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated Subsidiaries for the periods covered thereby.

SEC Filings. Since January 1, 2024, the Company has filed in a timely manner (agiving effect, where applicable, to any deferral periods provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company has made available filed on the SEC’s XXXXX system, prior to the Purchaser accurate and complete copies (including exhibits thereto) of (i) date hereof, its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report Annual Report on Form 10-K for the fiscal year ended December 31, 19992023 together with an amendment thereto (as so amended, as amended by the “Form 10-K/A filed April 28, 2000 (the "Form 10-K"”), (iv) its quarterly report Quarterly Reports on Form 10-Q for the quarter fiscal quarters ended March 31, 2000 2024 (the “Q1 Form 10-Q”), June 30, 2024 (the “Q2 Form 10-Q”) and September 30, 2024 (vthe “Q3 Form 10-Q”), and any Current Reports on Form 8-K (“Forms 8-K”) all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to for events occurring since January 1, 2024 (the Closing (collectivelyForm 10-K, Q1 Form 10-Q, Q2 Form 10-Q, Q3 Form 10-Q and Forms 8-K, together with all exhibits exhibits, schedules and schedules thereof and documents incorporated by reference thereinother attachments that are filed with such documents, are collectively referred to herein as the "Company “SEC Documents"”). (b) Without limiting the foregoing. Each SEC Document, there are no contracts or other documents as of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC its date (or, if amended or superseded by a filing prior to the date of this Agreementa Closing Date, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will ), did not contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each SEC Document, as it may have been subsequently amended by filings made by the Company with the SEC prior to the date hereof, complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Document. As of their respective dates, any financial statements of the Company included in the SEC Documents complied as to form and substance in all material respects with applicable accounting requirements and published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied in the United States (“GAAP”), during the periods involved (except in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements), correspond to the books and records of the Company and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended. The Company is not required to file and will not be required to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date of this Agreement and to which the Company is a party or by which the Company is bound which has not been previously filed or incorporated by reference as an exhibit to the SEC Documents. The Chief Executive Officer and the Chief Financial Officer of the Company have signed, and the Company has furnished to the SEC, all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 as of the date hereof. Such certifications contain no exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Company nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy of such certifications. The Company is otherwise in compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations issued thereunder by the SEC.

SEC Filings. Financial Statements. (a) The Company Parent has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements reports and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior and has heretofore delivered to Target, in the Closing form filed with the SEC, (i) its Annual Report on Form 1 O-KSB for the year ended December 31,1998; (ii) its Quarterly Report on Form 1 O-QSB for the period ended September 30, 1998, (iii) all other reports or registration statements filed by Parent with the SEC since December 31, 1998, and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC since September 30,1998 (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company Parent SEC DocumentsReports"). . The Parent SEC Reports (bx) Without limiting the foregoingwere, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed and will be, prepared in accordance with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be) and the rules and regulations promulgated thereunder; , and (iiy) none of did not, and will not, at the Company SEC Documents contained time they were, or will be, filed, contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports has been, and will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents, and will present, the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and changes in financial position for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. (c) Except as and to the extent set forth on the consolidated balance sheet of Parent and its subsidiaries as at December31, 1998, including the notes thereto (the "1998 Balance Sheet"), neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of business since December31 , 1998, which would not, individually or in the aggregate, have a Material Adverse Effect. (d) Parent has heretofore furnished to Target a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act. Section 3.8.

SEC Filings. (a) The Company has made available to Parent and Acquisition Sub, or the Purchaser Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC contains in a publicly available format, accurate and complete copies (including exhibits thereto) of (i) its all registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00statements, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 definitive proxy statements and (v) all other formsstatements, reports, schedules, statements forms and other documents (and all amendments or supplements thereto excluding exhibits thereto) filed or furnished by Company with the SEC since January 1, 2007 (the “Company SEC Documents”). Except as set forth in Section 2.5 of the Company Disclosure Letter, all statements, reports, schedules, forms and other documents required to be have been filed or furnished by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectivelysince January 1, with all exhibits 2007 have been so filed or furnished and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents in a timely manner. Except as set forth in Section 2.5 of the Company which are required to be filed Disclosure Letter, as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with or furnished to the SEC (or, if amended amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and including, without limitation, with the rules and regulations promulgated thereunderprovisions of SOX; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (1) Rule 13a-14 or 15d-14 under the Exchange Act; or (2) 18 U.S.C. § 1350 (Section 906 of SOX) (collectively, the “Company Certifications”) was accurate and complete, and complied as to form and content with all applicable Law in effect at the time such Company Certification was filed with or furnished to the SEC. (b) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Company required to be disclosed by the Company in the reports that it is required to file, submit or furnish under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company has made available to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. Except as set forth in Section 2.5 of the Company Disclosure Letter, the Company is, and has at all times since January 1, 2003 been, in compliance with the applicable listing and other rules and regulations of the NASDAQ Global Market, and has not since January 1, 2003 received any notice from the NASDAQ Global Market or any similar body asserting any non-compliance with any of such rules and regulations. (c) Except as set forth in Section 2.5 of the Company Disclosure Letter, the financial statements (including any related notes) contained or incorporated by reference in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present in all material respects the financial position of Company as of the respective dates thereof and the results of operations and cash flows of Company for the periods covered thereby. The unaudited balance sheet of the Company as of June 30, 2008 included in the Company’s Quarterly Report for the quarter ended June 30, 2008 is sometimes referred to as the “Latest Balance Sheet”. Except as set forth in Section 2.5 of the Company Disclosure Letter, no financial statements of any Person other than the Company are required by GAAP to be included in the financial statements of the Company. (d) To the knowledge of the Company, the Company’s outside auditor has at all times since the date of enactment of SOX been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of SOX); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of the Company, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder and related or companion rules and regulations promulgated by the Public Company Accounting Oversight Board thereunder. Section 2.5(d) of the Company Disclosure Schedule contains a description of all non-audit services (as defined in Section 2(a)(8) of SOX) performed by the Company’s outside auditors for the Company since January 1, 2004 and the fees paid for such services. All such non-audit services were approved as required by Section 10A(h) of the Exchange Act. (e) Except as set forth in Section 2.5 of the Company Disclosure Letter, the Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s Assets that could have a material effect on the financial statements. The Company has made available to Parent accurate and complete copies of all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls. Except as set forth in Section 2.5 of the Company Disclosure Letter, since December 31, 2006, there have not been any changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as set forth in Section 2.5(e) of the Company Disclosure Letter, to the knowledge of the Company, neither the Company nor its independent auditors have (A) identified any significant deficiency or material weakness in the design or operation of the Company’s internal control over financial reporting (all of which have been or are currently being remediated as described in Section 2.5(e) of the Company Disclosure Letter), (B) identified any fraud, whether or not material, that involves management or other employees who have a role in the preparation of the financial statements of the Company or the Company’s internal control over financial reporting, or (C) received any claim or allegation regarding any of the foregoing. (f) The Company has not effected any securitization transactions since January 1, 2006 and has not effected any “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) since January 1, 2003. (g) Except as set forth in Section 2.5 (g) of the Company Disclosure Letter, there are no outstanding or unresolved comment letters from the SEC or Nasdaq with respect to any of the Company SEC Documents or any other matters. The Company has provided to Parent copies of all correspondence and written communications with the SEC or Nasdaq since January 1, 2003, including any correspondence with respect to Proceedings or potential Proceedings (including the Dadante Litigation Matters). (h) The Company has obtained a written letter from the staff of the SEC to the effect that the staff does not object to the omission of the audited financial statements of the operating Assets and business acquired by the Company from ClientLogic Corporation and its operating subsidiary, ClientLogic Operating Corporation (collectively, “ClientLogic”), as required by Regulation S-X, (the “ClientLogic Audited Financial Statements”) from the Form S-4 and the Proxy Statement/Prospectus (the “SEC Waiver”).

SEC Filings. Parent has filed all forms, reports and documents (aand amendments thereto) The Company required to be filed with the SEC since December31, 1998 (collectively, the PARENT SEC REPORTS), and has heretofore made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by Company, in the XXX xx Xxxxxxxxx 00, 0000form filed with the SEC, (xx) its quarterly report i)its Annual Report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10Form10-K for the fiscal year ended December 31December31, 1998, (ii)its Quarterly Report on Form10-Q for the periods ended March31, 1999, as amended by Form 10-K/A filed April 28June 30, 2000 1999 and September30, 1999, (the "Form 10-K")iii)the proxy statement relating to Parents annual meeting of stockholders held on May24, 1999, and (iv) its quarterly report Current Reports on Form 108-Q for K dated July 15, 1999, August 16, 1999 and October 14, 1999. The Parent SEC Reports (i)were prepared in accordance with the quarter ended March 31requirements of the Securities Exchange Act of 1934, 2000 as amended, and (v) all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have ii)did not been so filed. (c) As of at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements contained in the Parent SEC Reports: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that unaudited financial statements are subject to year-end audit adjustments); and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as of the respective dates thereof and the consolidated results of operations, stockholders equity and cash flows of Parent and its subsidiaries for the periods covered thereby.

SEC Filings. (a) The Company Parent has filed all forms, reports and documents required to be filed with the SEC since December 31, 1997, and has heretofore made available to the Purchaser accurate and complete copies (including exhibits thereto) of Company, in the form filed with the SEC, (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report Annual Report on Form 10-K for the fiscal year ended December 31January 3, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (ivii) its quarterly report Quarterly Report on Form 10-Q for the quarter periods ended March 31, 2000 1999, June 30, 1999 and September 30, 1999, (iii) the proxy statements relating to all meetings of stockholders held since December 31, 1997, (iv) its Current Reports on Form 8-K dated June 22, 1999, September 1, 1999 (as amended September 16, 1999), September 30, 1999 and December 3, 1999, (v) all its Registration Statements on Form S-3 dated August 13, 1999, as amended, and December 21, 1999, and the prospectuses filed pursuant to Rule 424(b) relating thereto, and (vi) any other forms, reports, schedules, report or registration statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 it with the SEC prior to the Closing since December 31, 1997 (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company Parent SEC DocumentsReports"). . The Parent SEC Reports (bi) Without limiting were prepared in accordance with the foregoing, there are no contracts or other documents requirements of the Company which are required to be filed Securities Act, and the Securities Exchange Act of 1934, as exhibits to the Company SEC Document which have amended, and (ii) did not been so filed. (c) As of at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of Parent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") have been prepared in accordance with the published rules and regulations of the SEC applicable thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto) and present fairly the consolidated financial position of Parent at the dates thereof and of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnotes and to normal audit adjustments which will not be material in amount). To its knowledge, Parent does not have any indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type in excess of $10,000 whether accrued, absolute, matured or otherwise, which (i) has not been reflected in the Parent Financial Statements, or (ii) has not arisen since December 31, 1999 in the ordinary course of Parent's business.

SEC Filings. (a) The Company Parent has timely filed with or furnished to the SEC, and has made available to the Purchaser accurate Company, all forms, exhibits, reports, statements, schedules, registration statements and complete copies (including exhibits thereto) of (i) other documents required to be filed or furnished with the SEC under the 1934 Act since March 31, 2003 and its registration proxy statement on Form S-1 (Reg. No. 333-83515 that was declared effective and related materials as required by Regulation 14A under the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q 1934 Act for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K meeting of stockholders for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 2002 (the "Form 10-K")documents referred to in this Section 5.05, (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company “Parent SEC Documents"”). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended its filing date or superseded by a filing prior to the date of this Agreementfurnishing (and, then in the case of a proxy statement, on the date of such filing): mailing), each Parent SEC Document (iincluding, without limitation, any financial statements or schedules included therein) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act 1934 Act. (c) As of its filing date or the Exchange Act date of furnishing (as and, in the case may beof a proxy statement, on the date of mailing), each Parent SEC Document (including, without limitation, any financial statements or schedules included therein) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will did not contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) The financial statements (including the related notes) of Parent included in the Parent SEC Documents were prepared in accordance with GAAP during the periods involved (except as may be indicated in the notes thereto) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods indicated.

SEC Filings. (a) The Company has filed with or furnished to the SEC, and made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00Parent, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing since May 11, 2011 (collectively, together with all any exhibits and schedules thereof thereto and documents other information incorporated by reference therein, the "“Company SEC Documents"”). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC its filing date (or, if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing): (i) ), each of the Company SEC Documents complied or will comply Document complied, as to form in all material respects with the applicable requirements of the Securities 1933 Act or and the Exchange Act (1934 Act, as the case may be. (c) and As of its filing date (or, if amended or superseded by a filing prior to the rules and regulations promulgated thereunder; and (ii) none date hereof, on the date of the such filing), each Company SEC Documents contained or will Document filed pursuant to the 1934 Act did not contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) None of the Company’s Subsidiaries is currently subject to the reporting requirements of Section 13(a) and 15(d) of the 1934 Act. (e) The management of the Company has, in material compliance with Rule 13a-15 and Rule 00x-00 xxxxx xxx 0000 Xxx, (x) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the date of the Company’s most recent annual report, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the 0000 Xxx) that have materially adversely affected, or are likely to materially adversely affect, the Company’s internal control over financial reporting. (f) Since May 11, 2011, the Company has complied with the applicable listing and corporate governance rules and regulations of the NASDAQ, except for any non-compliance that would not reasonably be expected to have a Material Adverse Effect on the Company.

SEC Filings. (a) The Company has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its Each report, registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements and other documents required to be definitive proxy statement filed by the Company on a form other than Form D or Form S-8 with the SEC prior to Securities and Exchange Commission (the Closing (collectively, with all exhibits “SEC,” and schedules thereof and documents incorporated by reference thereinthe documents, the "“Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing”): (i) each of the Company SEC Documents complied or will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the published rules and regulations promulgated thereunderof the SEC applicable thereto and, with respect to those filed within the past twenty-four months, were timely filed; and (ii) none the information contained therein as of the Company SEC Documents contained or will respective dates thereof did not contain any an untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading; (iii) the consolidated financial statements contained therein were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iv) the consolidated balance sheets contained therein fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations cash flows and the changes in stockholders’ equity of the Company and its subsidiaries for the periods covered thereby. Except as set forth in the financial statements included in the Company SEC Documents, neither the Company nor its subsidiaries has any liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to June 30, 2013, and liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to June 30, 2013, are not, in the aggregate, material to the financial condition or operating results of the Company and its subsidiaries, taken as a whole.

SEC Filings. (a) The Company has filed all forms, reports and documents required to be filed with the SEC since January 1, 1999 and has made available to the Purchaser accurate and complete copies (including exhibits thereto) of Parent (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report Annual Reports on Form 10-K for the fiscal year years ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K")and 2001, (ivii) its quarterly report Quarterly Report on Form 10-Q for the quarter quarterly period ended March 31, 2000 2002, and, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 1999, (iv) all other reports or registration statements, including any Current Report on Form 8-K, filed by the Company with the SEC since January 1, 1999, and (v) all other forms, reports, schedules, amendments and supplements to all such reports and registration statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (orcollectively, the "SEC Reports"). The SEC ----------- Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, 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): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Reports (collectively, the "Company Financial Statements") was prepared in accordance with GAAP applied on ---------------------------- a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents the consolidated financial position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount, and may not contain certain related notes as may be permitted by the applicable rules promulgated by the SEC.

SEC Filings. (a) The Company has made available to the Purchaser accurate and complete copies (including exhibits thereto) of Parent (i) its registration statement the Company's annual reports on Form S-1 (Reg. No. 33310-83515 that was declared effective by the XXX xx Xxxxxxxxx 00K for its fiscal years ended December 31, 00002002, 2001 and 2000, (xxii) its quarterly report reports on Form 10-Q for the quarter its fiscal quarters ended March 31, 2002, June 30, 2002 and September 30, 19992002, (iii) its annual report on Form 10-K for proxy or information statements relating to meetings of the fiscal year ended stockholders of the Company held (or actions taken without a meeting by such stockholders) since December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K")2000, (iv) all of its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedulesstatements, schedules and registration statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior since its initial public offering (the documents referred to the Closing (in this Section 4.07(a), collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"), which are all the reports, statements, schedules and registration statements required to be filed by the Company with the SEC since its initial public offering and (v) complete and correct copies of any correspondence with, and inquiries from the SEC since January 1, 2001 with respect to the Company SEC Documents. (b) Without limiting the foregoingAs of its filing date, there are no contracts or other documents of the Company which are required to be filed as exhibits to the each Company SEC Document which have not been so filedcomplied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be. (c) As of the time it was filed with the SEC its filing date (orand, if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing): (i) ), each of the Company SEC Documents complied or will comply in all material respects with Document filed pursuant to the applicable requirements of the Securities 1934 Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will did not contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has in place the "disclosure controls and procedures" (as defined in Rules 13a-14(c) and 15d-14(c) of the 0000 Xxx) required in order for the principal executive officer and principal financial and accounting officer of the Company to engage in the review and evaluation process mandated by the 1934 Act. The Company's "disclosure controls and procedures" are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial and accounting officer of the Company required under the 1934 Act with respect to such reports.

SEC Filings. (a) The Company Purchaser has timely filed and made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) Seller all other forms, reports, schedules, statements reports and other documents required to be filed by the Company on a form other than Form D or Form S-8 Purchaser with the SEC prior to the Closing since April 30, 2003, other than registration statements on Form S-8 (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company Purchaser SEC DocumentsReports"). (b) Without limiting the foregoing, there are no contracts or other documents . Each of the Company which are required to be filed Purchaser SEC Reports (i) at the time it was filed, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as exhibits to the Company SEC Document which have case may be, and (ii) did not been so filed. (c) As of at the time it was filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein in such Purchaser SEC Report or necessary in order to make the statements thereinin such Purchaser SEC Report, in the light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Purchaser SEC Reports, including any Purchaser SEC Reports filed after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and presented fairly or will present fairly, in all material respects, the consolidated financial position of Purchaser and its subsidiaries as of the respective dates, and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount.

SEC Filings. (a) The Company RSFC has made available delivered to the Purchaser accurate and complete Unifirst, copies (including exhibits thereto) of RSFC's: (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report Annual Report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 1997; (ii) 1996 Annual Report to Shareholders; (iii) the "Form 10-K"), (iv) its quarterly report Quarterly Reports on Form 10-Q for the quarter quarters ended March 31, 2000 1997, June 30, 1997 and September 30, 1997; and (viv) all other formsthe Registration Statement on Form S-4, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing as amended (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"No. 333-36717). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) . As of the time it was filed with the SEC (orrespective filing and effective dates, if amended or superseded by a filing prior to the date of this Agreement, then on the date all of such filing): reports (i) each of the Company SEC Documents complied or will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (of 1933, as the case may be) amended, and the rules and regulations promulgated thereunderthereunder (the "Securities Act"), or the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be; and (ii) none of the Company SEC Documents contained or will did not contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. RSFC agrees to file when due all reports required to be filed by it with the SEC and other Agencies. The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the foregoing reports (the "RSFC Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to RSFC and its subsidiaries taken as a whole) the consolidated financial position of RSFC and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Each subsidiary of RSFC is treated as a consolidated subsidiary of RSFC in the RSFC Financial Statements for all periods covered thereby.

SEC Filings. (a) The Company Buyer has made available to the Purchaser accurate Sellers a correct and complete copies (including exhibits thereto) copy of (i) its each report, schedule, registration statement and definitive proxy statement filed by Buyer with the Securities Exchange Commission ("SEC") on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00or after November 22, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 1995 (the "Form 10-KSEC Reports"), (iv) its quarterly report on Form 10-Q for which are all the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements reports and other documents required to be filed by the Company on a form other than Form D or Form S-8 Buyer with the SEC prior to the Closing (collectivelysince November 22, with all exhibits and schedules thereof and documents incorporated by reference therein1995. As of their respective dates, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents Reports complied or will comply in all material respects with the applicable requirements of the Securities 1934 Act or the Exchange Securities Act of 1933, as amended (the "1933 Act"), as the case may be) , and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will applicable thereto and did not contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, had been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by the SEC) and each fairly presented the consolidated financial position of Buyer and its consolidated subsidiaries in all material respects as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of the unaudited interim financial statements, to normal audit adjustments, which were not and are not expected, individually or in the aggregate, to be material in amount). (a) Buyer and its subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and (b) there has not been any transaction, commitment, dispute or other event or condition (financial or otherwise) of any character (whether or not in the ordinary course of business), individually or in the aggregate, having or which could reasonably be expected to have a Material Adverse Effect on Buyer.

SEC Filings. (a) The Company Parent has made available to the Purchaser accurate Company a correct and complete copies (including exhibits thereto) copy of (i) its each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on Form S-1 (Reg. No. 333-83515 that was declared effective by or after July 1, 1999 and prior to the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 date of this Agreement (the "Form 10-KParent SEC Reports"), (iv) its quarterly report on Form 10-Q for which are all the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements reports and other documents required to be filed by the Company on a form other than Form D or Form S-8 Parent with the SEC prior to since such date. The Parent SEC Reports (i) were prepared in accordance with the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents requirements of the Company which are required to be filed Securities Act or the Exchange Act, as exhibits to the Company SEC Document which have case may be, and (ii) did not been so filed. (c) As of at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any reports or other documents with the SEC. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents in all material respects the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to be material in amount.

SEC Filings. (a) The Company Ramsay has made available delivered to the Purchaser accurate and complete copies (including exhibits thereto) of Company ----------- (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its Ramsay's annual report on Form 10-K for the fiscal year ended December 31June 30, 1999, as amended by Form 100000 (xxx "Xxxxxx 00-K/A filed April 28, 2000 (the "Form 10-KX"), (ivxx) its quarterly report reports on Form 10-Q for the quarter periods ended March September 30, 1996, December 31, 2000 1996 and Xxxxx 00, 0000, (vxxx) all other forms, reports, schedules, its proxy or information statements and other documents additional soliciting materials required to be filed by the Company on a form other than Form D or Form S-8 with the SEC relating to meetings of, or actions taken without a meeting by Ramsay' stockholders held (or scheduled to be held) since June 30, 1996, and (iv) all of its other reports, statements, schedules and registration statements filed with the Securities and Exchange Commission (the "SEC") since June 30, 1996, and all materials incorporated therein by reference (the filings referred to in clauses (i) through (v) above and delivered to the Company prior to the Closing (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, date hereof being hereinafter referred to as the "Company Ramsay SEC DocumentsFilings"). (b) Without limiting the foregoingAs of its filing date, there are no contracts each such report or other documents of the Company which are required to be statement filed as exhibits pursuant to the Company SEC Document which have not been so filed. Securities Exchange Act of 1934, as amended (c) As of the time it was filed with the SEC (or"Exchange Act"), if amended or superseded by a filing prior complied as to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; and (ii) none of the Company SEC Documents contained or will did not contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) Each such registration statement and any amendment thereto filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), as of the date such statement or amendment became effective, complied as to form in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) The Company has made available to Parent, to the Purchaser accurate and complete copies (including exhibits thereto) of extent not available on the SEC’s EXXXX system, (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its Company’s annual report on Form 1020-K F for the its fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K")2005, (ivii) its quarterly report all current reports furnished to the SEC on Form 106-Q for K by the quarter ended March Company since December 31, 2000 2005, and (viii) all other formsreports, filings, registration statements and other documents filed with or furnished to, the SEC by the Company since December 31, 2005, (the documents referred to in this Section 4.07(a), whether or not such documents are available on the SEC’s EXXXX system, collectively, the “Company SEC Documents”). The Company has filed with (or furnished on Form 6-K to) the SEC all reports, schedules, forms, statements and other documents (including exhibits, material agreements and other information incorporated therein) required to be filed with (or furnished on Form 6-K to) the SEC by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing (collectivelysince December 31, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents")2005. (b) Without limiting the foregoing, there are no contracts or other documents As of the Company which are required to be date it was filed as exhibits to with, or furnished to, the SEC, each Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior complied as to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply form in all material respects with the applicable requirements of the Securities 1933 Act or and the Exchange Act (1934 Act, as the case may be. (c) and the rules and regulations promulgated thereunder; and (ii) none As of the date it was filed with, or furnished to, the SEC, each Company SEC Documents contained or will Document did not contain any untrue statement of a material fact or omitted or will omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) The principal executive officer and the principal financial officer of the Company have made all certifications required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act with respect to the relevant Company SEC Documents filed by the Company. (e) The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the 1934 Act; such controls and procedures are effective to ensure that all material information concerning the Company and the Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. (f) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with A-18 management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Filings. (a) The Company has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report Computone's Annual Reports on Form 10-Q KSB for the quarter fiscal years ended September 30April 2, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31April 3, 19991998 and April 4, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 1997 and (v) all other forms, reports, schedules, reports and 20 definitive proxy statements and other documents required filed or to be filed by the Company on a form other than Form D or Form S-8 with the SEC it prior to the Closing (collectivelyDate under Sections 13, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts 14 or other documents 15 of the Company which are required Securities Exchange Act of 1934, as amended, in the form filed, or to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed , with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (ia) each of the Company SEC Documents complied or will comply in all material respects as to form with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder; of the SEC and (iib) none did not and will not, at the time of the Company SEC Documents contained or will such filing, contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and each of the balance sheets in any such SEC filing, including the related notes and schedules thereto, fairly presents and will fairly present the financial position of Computone as of its date and each of the statements of operations and changes in stockholders' equity and cash flows in any such SEC filing, including the related notes and schedules thereto, fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flow, as the case may be, of Computone for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

SEC Filings. (a) The Company has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its consolidated financial statements contained in each report, registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D S-3 or Form S-8 S-8) and definitive proxy statement filed by the Company with the SEC prior to Securities and Exchange Commission (the Closing (collectively“SEC”) between January 1, with all exhibits 2001 and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on Agreement (the date of such filing“Company SEC Documents”): (i) each of the Company SEC Documents complied or will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and the published rules and regulations promulgated thereunderof the SEC applicable thereto and were timely filed; and (ii) none the information contained therein as of the Company SEC Documents contained or will respective dates thereof did not contain any an untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading; (iii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iv) fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations cash flows and the changes in shareholders’ equity of the Company and its subsidiaries for the periods covered thereby. Except as set forth in the financial statements included in the Company SEC Documents, neither the Company nor its subsidiaries has any liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to September 30, 2005, and liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to September 30, 2005, are not, in the aggregate, material to the financial condition or operating results of the Company and its subsidiaries, taken as a whole.

SEC Filings. (a) The Company Buyer and, to Buyer's knowledge, each of its current stockholders has made available to the Purchaser accurate and complete copies (including exhibits thereto) of (i) its registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all other forms, reports, schedules, statements and other documents required to be filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing since May 29, 2003 (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC DocumentsREPORTS"). (b) Without limiting the foregoing, there are no contracts or other documents of the Company which are required to be filed as exhibits to the Company SEC Document which have not been so filed. (c) As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents which has complied or will comply in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the Exchange Act (as the case may be) "SECURITIES ACT"), and the rules and regulations promulgated thereunder; , and (ii) the Exchange Act, and the rules and regulations promulgated thereunder, each as in effect on the date so filed. Other than as disclosed in Risk Factor 12 of the Private Placement Memorandum of the Company dated April 27, 2005, none of the Company SEC Documents Reports (including, any financial statements or schedules included or incorporated by reference therein) contained or will contain when filed any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Other than as disclosed in Risk Factor 12 of the Private Placement Memorandum of the Company dated April 27, 2005 and except to the extent that information contained in any SEC Report has been revised or superseded by a later filed SEC Report, none of the SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the "SARBANES-OXLEY ACT") xxx xxx xxxes and regulations of the SEX xxxreunder with respect to the Company's filings pursuant to the Exchange Act. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act.

SEC Filings. (a) The Company has made available to the Purchaser Parent and Acquisition Sub accurate and complete copies (including exhibits thereto) of (i) its all registration statement on Form S-1 (Reg. No. 333-83515 that was declared effective by the XXX xx Xxxxxxxxx 00statements, 0000, (xx) its quarterly report on Form 10-Q for the quarter ended September 30, 1999, (iii) its annual report on Form 10-K for the fiscal year ended December 31, 1999, as amended by Form 10-K/A filed April 28, 2000 (the "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 definitive proxy statements and (v) all other formsstatements, reports, schedules, statements forms and other documents required to be (and all amendments or supplements thereto) filed by the Company on a form other than Form D or Form S-8 with the SEC prior to the Closing since January 31, 2000 (collectively, with all exhibits and schedules thereof and documents incorporated by reference therein, the "Company SEC Documents"). (b) Without limiting the foregoing. All statements, there are no contracts or reports, schedules, forms and other documents of the Company which are required to be have been filed as exhibits to by Company with the Company SEC Document which since January 31, 2000 have not been so filed. (c) filed and in a timely manner. As of the time it was filed with the SEC (or, if amended amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied or will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and including, without limitation, with the rules and regulations promulgated thereunderprovisions of SOX; and (ii) none of the Company SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements (including any related notes) contained in the Company SEC Documents: (i) when filed, complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) when filed, were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments), and (iii) fairly present in all material respects the consolidated financial position of Company as of the respective dates thereof and the consolidated results of operations and cash flows of Company for the periods covered thereby. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2002 included in the Company's Quarterly Report for the quarter ended September 30, 2002 is sometimes referred to as the "Latest Balance Sheet". (c) Prior to the Offer Closing Date, the Company has and will have in place the "disclosure controls and procedures" (as defined in Rules 13a-14(c) and 15d-14(c) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of the Company to engage in the review and evaluation process mandated by the Exchange Act, which shall have been delivered to Parent. The Company's "disclosure controls and procedures" are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports.