Common use of SEC Filings Clause in Contracts

SEC Filings. BVI has filed with the SEC all material forms, statements, reports and documents required to be filed by it prior to the date hereof under each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act and the rules and regulations thereunder, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains any untrue statement of material fact or 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. BVI (i) Since January 1, 2014, the Company has filed all reports, registrations, documents, filings, statements and submissions, together with any amendments thereto, that the Company was required to file with the SEC all material forms(the “SEC Filings”). As of the time it was filed (or, statements, reports and documents required to be filed if amended or superseded by it a filing prior to the date hereof under of this Agreement, then on the date of such filing): (a) each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, SEC Filings complied as amended, if applicable, complied when filed to form in all material respects with all the applicable requirements of the applicable Act and or the rules and regulations thereunderSecurities Exchange Act of 1934, as amended (as the case may be), and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains the SEC Filings contained any untrue statement of a material fact or omits omitted 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 . (ii) The consolidated financial statements contained in the SEC since November 1, 1997 Filings: (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"a) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, are in accordance with the books and records of BVI, have been ; (b) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis consistent with prior periodsthroughout 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 fairly the consolidated financial position of BVI the Company and its subsidiaries as of their the respective dates, dates thereof and the consolidated results of their operations of the Company and their cash flows its subsidiaries for the periods presented therein. The authorized capital stock of BVI is as set forth in the BVI SEC Reportscovered thereby.

SEC Filings. BVI Since January 1, 2024, the Company has filed with in a timely manner (giving effect, where applicable, to any deferral periods provided under Rule 12b-25 under the SEC Securities Exchange Act of 1934, as amended (the “Exchange Act”)) all material reports, schedules, forms, statements, reports statements and other documents required to be filed by it prior with the Securities and Exchange Commission (the “SEC”) pursuant to the date hereof under each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, complied when filed in all material respects with all applicable reporting requirements of the applicable Exchange Act and the rules and regulations promulgated thereunder. The Company has filed on the SEC’s XXXXX system, prior to the date hereof, its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 together with an amendment thereto (as so amended, the “Form 10-K”), its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024 (the “Q1 Form 10-Q”), June 30, 2024 (the “Q2 Form 10-Q”) and September 30, 2024 (the “Q3 Form 10-Q”), and any Current Reports on Form 8-K (b“Forms 8-K”) none of whichrequired to be filed by the Company with the SEC for events occurring since January 1, 2024 (the Form 10-K, Q1 Form 10-Q, Q2 Form 10-Q, Q3 Form 10-Q and Forms 8-K, together with all exhibits, schedules and other attachments that are filed with such documents, are collectively referred to herein as the “SEC Documents”). Each SEC Document, as amendedof its date (or, if applicableamended or superseded by a filing prior to a Closing Date, including any financial statements or schedules included thereinthen on the date of such filing), contains did not contain any untrue statement of a material fact or omits 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. True and correct copies of Each SEC Document, as it may have been subsequently amended by filings made by the forms, statements, reports and documents filed by BVI Company with the SEC since November 1, 1997 (the "BVI SEC Reports") have been furnished prior to the Stockholdersdate 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. The consolidated As of their respective dates, any financial statements of financial position and the related consolidated statements of income, shareholders' equity and cash flows (including the related notes thereto) of BVI Company included in the BVI SEC Reports (the "BVI Financial Statements") Documents complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, are in accordance with the books and records of BVI, . Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles, consistently applied on a basis consistent with prior periodsin 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 fairly in all material respects the consolidated financial position of BVI and its subsidiaries the Company as of their respective dates, the dates thereof and the consolidated results of their operations and their cash flows for the periods presented thereinthen ended. The authorized capital stock 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 BVI 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 set forth 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 BVI SEC ReportsXxxxxxxx-Xxxxx Act of 2002 and the rules and regulations issued thereunder by the SEC.

SEC Filings. BVI Financial Statements. (a) Parent has filed with the SEC all material forms, statements, reports and documents required to be filed with the SEC and has heretofore delivered to Target, in the 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 it prior 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 date hereof under each of the 1933 ActSEC since September 30,1998 (collectively, the 1934 Act"Parent SEC Reports"). The Parent SEC Reports (x) were, and will be, prepared in accordance with the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Securities Act and or the rules and regulations thereunderExchange Act, as the case may be, and (by) none of whichdid not, as amendedand will not, if applicableat the time they were, including any financial statements or schedules included thereinwill be, contains filed, contain any untrue statement of a material fact or omits 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. True and correct copies . (b) Each of the formsconsolidated financial statements (including, statementsin each case, 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 any related notes thereto) of BVI included contained in the BVI Parent SEC Reports (the "BVI Financial Statements") complied as to form in all material respects with applicable accounting requirements has been, and the rules and regulations of the SEC with respect theretowill be, are in accordance with the books and records of BVI, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis consistent with prior periodsthroughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents, and present fairly will present, the consolidated financial position of BVI Parent and its subsidiaries as of their at the respective dates, dates thereof and the consolidated results of their its operations and their cash flows changes in financial position for the periods presented therein. The authorized capital stock of BVI is 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 BVI 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 Reportspursuant to the Securities Act or the Exchange Act. Section 3.8.

SEC Filings. BVI (a) The Company has made available to Parent and Acquisition Sub accurate and complete copies of all registration statements, definitive proxy statements and other statements, reports, schedules, forms and other documents (and all amendments or supplements thereto) filed by Company with the SEC since January 31, 2000 (the “Company SEC Documents”). All statements, reports, schedules, forms and other documents required to have been filed by Company with the SEC since January 31, 2000 have been so filed and in a timely manner. As of the time it was filed with the SEC all material forms(or, statementsif amended, reports and documents required to be filed supplemented or superseded by it a filing prior to the date hereof under of this Agreement, then on the date of such filing): (i) each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, Company SEC Documents complied when filed in all material respects with all the applicable requirements of the applicable Securities Act and or the rules and regulations thereunderExchange Act (as the case may be) including, without limitation, with the provisions of SOX; and (bii) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains the Company SEC Documents contained any untrue statement of a material fact or omits omitted 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"b) have been furnished to the Stockholders. The consolidated financial statements of financial position and the related consolidated statements of income, shareholders' equity and cash flows (including the any related notes theretonotes) of BVI included contained in the BVI Company SEC Reports Documents: (the "BVI Financial Statements"i) when filed, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto; (ii) when filed, are in accordance with the books and records of BVI, have been were prepared in accordance with GAAP applied on a basis consistent with prior periods(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 fairly in all material respects the consolidated financial position of BVI and its subsidiaries Company as of their the respective dates, dates thereof and the consolidated results of their operations and their cash flows of Company for the periods presented thereincovered thereby. The authorized capital stock unaudited consolidated balance sheet of BVI is the Company and its Subsidiaries as set forth of September 30, 2002 included in the BVI SEC ReportsCompany’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. BVI The Company previously has delivered to the Purchaser a copy of the Company's Annual Report on Form 10-KSB for the year ended December 31, 2002, and the quarterly reports on Form 10-Q for the quarters ended March 31, 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 with on November 19, 2003, August 8, 2003, May 19, 2003 and April 4, 2003 (collectively, the SEC "Reports"). Since 1996, the Company has made all material forms, statements, reports and documents filings required to be filed made by it prior to under the date hereof under each of the 1933 Securities Act, the Securities Exchange Act of 1934 (the "1934 Act") and the securities laws of any state, and the respective any rules and regulations promulgated thereunder. The consolidated financial statements of the Company included in the Reports have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto) and fairly present the financial position of Company as at the dates thereof and the results of its operations and changes in cash flows for the periods then ended. The information contained in the Reports is or was accurate and complete as of the date given. No stop order asserting that any of the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued by the SEC. The Reports, (a) all of whichat the time they were or are hereafter filed or last amended, as amendedthe case may be, if applicablewith the SEC, complied when filed and will comply in all material respects with all applicable the requirements of the applicable Act and 1934 Act. Neither the rules and regulations thereunderAgreement nor the Reports, and (b) none of whichtaken as a whole, as amended, if applicable, including any financial statements or schedules included therein, contains contain any untrue statement of material fact or omits 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. True and correct copies To the best of the formsCompany's knowledge, statementsit is not currently under investigation by the SEC, 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 ReportsAMEX or other governmental authority.

SEC Filings. BVI has filed with the SEC all material forms, (i) All statements, reports reports, schedules, forms and other documents required to be have been filed by it Parent with the Securities and Exchange Commission (the “SEC”) since November 30, 2000 (the “SEC Documents”) have been so filed. As of their respective dates (or, if amended or superseded by a filing prior to the date hereof under of this Agreement, then on the date of such amendment or superseding filing): (A) each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, SEC Documents complied when filed in all material respects with all the applicable requirements of the applicable Securities Act and or the rules and regulations thereunder, Exchange Act (as the case may be); and (bB) none of whichthe SEC Documents contained, as amendedat the respective times they were filed, if applicable, including any financial statements or schedules included therein, contains any untrue statement of a material fact or omits omitted 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 . (ii) The financial statements (including any related notes) contained in the SEC since November 1Documents: (A) complied, 1997 (at the "BVI SEC Reports") have been furnished to the Stockholders. The consolidated statements of financial position and the related consolidated statements of incomerespective times they were filed, 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 published rules and regulations of the SEC with respect applicable thereto, are in accordance with the books and records of BVI, have been ; (B) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis consistent with prior periodsthroughout 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 present 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 BVI Parent and its subsidiaries consolidated Subsidiaries as of their the respective dates, dates thereof and the consolidated results of their operations and their cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. The authorized capital stock of BVI is as set forth in the BVI SEC Reportscovered thereby.

SEC Filings. BVI (a) The Company has (i) timely filed with the SEC all material reports, schedules, forms, statements, reports 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 it prior 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 Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Form 10-Q”). As of its date, or if amended, as of the date hereof under each of the 1933 Actlast such amendment, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, each SEC Filing complied when filed in all material respects with all applicable the requirements of the applicable 1934 Act and the rules and regulations thereunder1933 Act applicable to such SEC Filings, and (b) none of whichand, as of its date, or if amended, if applicableas of the date of the last such amendment, including any financial statements or schedules included therein, contains such SEC Filings did not contain any untrue statement of a material fact or omits 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. True and correct copies . (b) The consolidated financial statements 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 Company included in the BVI SEC Reports (the "BVI Financial Statements") complied Form 10-K and Form 10-Q comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, are thereto as in accordance with effect at the books and records time of BVIfiling, have been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis consistent with prior periodsduring 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 fairly in all material respects the consolidated financial position of BVI the Company as of the dates thereof and its subsidiaries as of their respective dates, and the consolidated results of their its operations and their cash flows for the periods presented thereinthen 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 authorized capital stock Company is in compliance in all material respects with the requirements of BVI is as set forth in Nasdaq for continued listing of the BVI SEC ReportsCommon Stock thereon.

SEC Filings. BVI (a) The Company has (i) timely filed with the SEC all material reports, schedules, forms, statements, reports 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 it prior 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 Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”). As of its date, or if amended, as of the date hereof under each of the 1933 Actlast such amendment, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, each SEC Filing complied when filed in all material respects with all applicable the requirements of the applicable 1934 Act and the rules and regulations thereunder1933 Act applicable to such SEC Filings, and (b) none of whichand, as of its date, or if amended, if applicableas of the date of the last such amendment, including any financial statements or schedules included therein, contains such SEC Filings did not contain any untrue statement of a material fact or omits 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. True and correct copies . (b) The consolidated financial statements 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 Company included in the BVI SEC Reports (the "BVI Financial Statements") complied Form 10-K and Form 10-Q comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, are thereto as in accordance with effect at the books and records time of BVIfiling, have been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis consistent with prior periodsduring 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 fairly in all material respects the consolidated financial position of BVI the Company as of the dates thereof and its subsidiaries as of their respective dates, and the consolidated results of their its operations and their cash flows for the periods presented thereinthen 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 authorized capital stock Company is in compliance in all material respects with the requirements of BVI is as set forth in Nasdaq for continued listing of the BVI SEC ReportsCommon Stock thereon.

SEC Filings. BVI Financial Statements; Undisclosed ---------------------------------------------- Liabilities. (a) The Company has filed with the SEC all material forms, reports, statements, reports ----------- schedules, certifications and other documents required to be filed by it prior to with the date hereof under each of the 1933 ActSEC since November 1, 2001 (collectively, the 1934 Act"SEC Reports"). As of ----------- their respective dates, the SEC Reports (including any documents or information incorporated by reference therein and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act and the rules and regulations thereunder, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein) (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, contains as amended (the "Securities Act"), the Exchange Act, the Xxxxxxxx-Xxxxx Act -------------- and, in each case, the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omits 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. True and correct copies 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 formsconsolidated 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, reports and documents filed as permitted by BVI with Form 10-Q of 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 requirements of Regulation S-X under the Securities Act) and each fairly presents, in all material respects, the consolidated statements financial position, results of incomeoperations, 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 (including the related notes thereto) of BVI included subject, in the BVI SEC Reports (case of unaudited statements, to the "BVI Financial Statements") complied as absence of footnotes and to form in all material respects with applicable accounting requirements normal and the rules and regulations recurring year-end adjustments). All of the SEC with respect thereto, Subsidiaries 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 accounting purposes. (c) Except as set forth in the BVI 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. BVI SCO Group has timely filed with the SEC all material forms, statements, reports and documents required to be filed by it prior to SCO Group since January 1, 2007 under the date hereof under each of the 1933 Exchange Act, the 1934 Actincluding, without limitation, (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, and the respective rules and regulations thereunder, (aiii) all Current Reports on Form 8-K (collectively, the “SEC Reports”), all of which, as amended, if applicable, complied when filed which were prepared in compliance in all material respects with all the applicable requirements of the Exchange Act. As of their respective dates, the SEC Reports (A) complied in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder, and (b) none of which1933, as amended, if applicablethe Exchange Act, including and any financial statements or schedules included thereinapplicable state securities and blue sky laws, contains and (B) did not contain any untrue statement of a material fact or omits 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. True and correct copies Each 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 net assets in liquidation and changes in net assets in liquidation and each of the related consolidated statements of incomeoperations, shareholders' equity and cash flows (including the related notes thereto) of BVI and stockholders’ equity included in or incorporated by reference into the BVI SEC Reports (including any related notes and sections) fairly presents the "BVI Financial Statements") complied 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 form normal year end audit adjustments which would not be material in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect theretoamount or effect), are in accordance with the books and records of BVI, have been prepared each case in accordance with GAAP consistently 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 during the periods presented therein. The authorized capital stock of BVI is involved, except as set forth may be noted therein and except, in the BVI SEC Reportscase of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Filings. BVI has The consolidated financial statements contained in each report, registration statement (on a form other than Form S-3 or S-8) and definitive proxy statement filed by the Company with the SEC all material formsSecurities and Exchange Commission (the “SEC”) between January 1, statements, reports 2001 and documents required to be filed by it prior to the date hereof under each of this Agreement (the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, “Company SEC Documents”): (ai) all of which, complied as amended, if applicable, complied when filed to form in all material respects with all applicable requirements of the applicable Act and the published rules and regulations thereunder, of the SEC applicable thereto and were timely filed; (bii) none the information contained therein as of which, as amended, if applicable, including any financial statements or schedules included therein, contains any the respective dates thereof did not contain an untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, therein in the light of the circumstances under which they were made, 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"iii) 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 were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis consistent with prior periodsthroughout 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 fairly the consolidated financial position of BVI the Company and its subsidiaries as of their the respective dates, dates thereof and the consolidated results of their operations and their cash flows and the changes in shareholders’ equity of the Company and its subsidiaries for the periods presented thereincovered thereby. The authorized capital stock of BVI is Except as set forth in the BVI financial statements included in the Company SEC ReportsDocuments, 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. BVI Purchaser previously has filed with the SEC all material forms, statements, reports and documents required to be filed by it prior had access to the date hereof under each of Company's ----------- publicly available information through the 1933 ActSEC's Electronic Data Gathering and Retrieval System, including the 1934 Act, and the respective rules and regulations thereunder, Company's (ai) all of whichAnnual Report on Form 10-K, as amended, if applicablefor the fiscal year ended December 31, complied when 1998 (the "1998 Annual Report"); (ii) most recent Quarterly Report on Form 10-Q, as amended (the "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 in all material respects by the Company with all applicable requirements of the applicable Act and the rules and regulations thereunderSEC since December 31, 1997; and (bv) none of which, as amended, if applicable, including any audited financial statements or schedules included thereinfor the fiscal years ended and as of December 31, contains 1997 and 1998. As of their respective dates, the SEC Filings (as hereinafter defined) did not contain any untrue statement of a material fact or omits 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. True and correct copies of Since December 31, 1997, the forms, statements, reports and documents Company has filed by BVI with the SEC since November 1, 1997 (all reports and registration statements and all other filings required to be filed with 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 under the rules and regulations of the SEC with respect theretoSEC. 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, are in accordance with the books and records of BVIrespectively, have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis consistent with prior periods(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 fairly the consolidated financial position of BVI the Company and its subsidiaries as of their respective dates, at the dates thereof and the consolidated results of their operations and their operations, cash flows and changes in financial position for the periods presented thereinthen ended. The authorized capital stock As used in this Agreement, "SEC Filings" means the reports, registration statements, proxy statements and audited financial statements of BVI is as set forth the Company referred to in clauses (i) through (v) of the BVI SEC Reportsfirst sentence of this Section 2.1.

SEC Filings. BVI (a) The Company has made available to Parent (i) the Company's annual reports on Form 10-K for its fiscal years ended December 31, 2002, 2001 and 2000, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2002, June 30, 2002 and September 30, 2002, (iii) its proxy or information statements relating to meetings of the stockholders of the Company held (or actions taken without a meeting by such stockholders) since December 31, 2000, (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since its initial public offering (the documents referred to in this Section 4.07(a), collectively, the "Company SEC Documents"), which are all material formsthe reports, statements, reports schedules and documents registration statements required to be filed by it prior 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 date hereof under Company SEC Documents. (b) As of its filing date, each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, Company SEC Document complied as amended, if applicable, complied when filed to form in all material respects with all the applicable requirements of the applicable 1933 Act and the rules and regulations thereunder, and (b) none of which1934 Act, as amendedthe case may be. (c) As of its filing date (and, if applicableamended or superseded by a filing prior to the date hereof, including any financial statements or schedules included thereinon the date of such filing), contains each Company SEC Document filed pursuant to the 1934 Act did not contain any untrue statement of a material fact or omits 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. True and correct copies . (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 formsdate such registration statement or amendment became effective, statements, reports and documents filed by BVI with 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 SEC since November 1, 1997 statements therein not misleading. (e) The Company has in place the "BVI SEC Reports"disclosure controls and procedures" (as defined in Rules 13a-14(c) have been furnished 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 Stockholdersreview and evaluation process mandated by the 1934 Act. The consolidated statements of Company's "disclosure controls and procedures" are reasonably designed to ensure that all information (both financial position and non-financial) required to be disclosed by the related consolidated statements of income, shareholders' equity and cash flows (including the related notes thereto) of BVI included Company in the BVI SEC Reports (reports that it files or submits under the "BVI Financial Statements") complied as to form 1934 Act is recorded, processed, summarized and reported within the time periods specified in all material respects with applicable accounting requirements and the rules and regulations forms of the SEC 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 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 Reportsto such reports.

SEC Filings. BVI RSFC has filed with delivered to Unifirst, copies of RSFC's: (i) Annual Report on Form 10-K for the SEC all material formsfiscal year ended December 31, statements1997; (ii) 1996 Annual Report to Shareholders; (iii) the Quarterly Reports on Form 10-Q for the quarters ended March 31, reports 1997, June 30, 1997 and documents required to be filed by it prior to September 30, 1997; and (iv) the date hereof under each Registration Statement on Form S-4, as amended (No. 333-36717). As of the 1933 Actrespective filing and effective dates, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, such reports (i) complied as amended, if applicable, complied when filed to form in all material respects with all applicable the requirements of the applicable Securities Act of 1933, as amended, and the rules and regulations thereunderpromulgated thereunder (the "Securities Act"), or the Securities and (b) none Exchange Act of which1934, as amended, if applicableand the rules and regulations promulgated thereunder (the "Exchange Act"), including any financial statements or schedules included therein, contains as the case may be; and (ii) did not contain any untrue statement of a material fact or omits 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. True and correct copies of the forms, statements, RSFC agrees to file when due all reports and documents required to be filed by BVI it with the SEC since November 1and other Agencies. The audited consolidated financial statements and unaudited interim consolidated financial statements (including, 1997 in each case, the notes, if any, thereto) included in the foregoing reports (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 RSFC Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, are in accordance with the books and records of BVI, have been were prepared in accordance with GAAP applied on a consistent basis consistent during the periods involved (except as may be indicated therein or in the notes thereto and except with prior periodsrespect 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 present fairly its subsidiaries taken as a whole) the consolidated financial position of BVI RSFC and its consolidated subsidiaries as of their the respective dates, dates thereof and the consolidated results of their operations and their cash flows for the respective periods presented thereinthen ended. The authorized capital stock Each subsidiary of BVI RSFC is treated as set forth a consolidated subsidiary of RSFC in the BVI SEC ReportsRSFC Financial Statements for all periods covered thereby.

SEC Filings. BVI has Each report, registration statement and definitive proxy statement filed by the Company with the SEC all material forms, statements, reports Securities and documents required to be filed by it prior to Exchange Commission (the date hereof under each of “SEC,” and the 1933 Actdocuments, the 1934 Act, and the respective rules and regulations thereunder, “Company SEC Documents”): (ai) all of which, complied as amended, if applicable, complied when filed to form in all material respects with all applicable requirements of the applicable Act and the published rules and regulations thereunderof the SEC applicable thereto and, and with respect to those filed within the past twenty-four months, were timely filed; (bii) none the information contained therein as of which, as amended, if applicable, including any financial statements or schedules included therein, contains any the respective dates thereof did not contain an untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, therein in the light of the circumstances under which they were made, made not misleading. True and correct copies of ; (iii) 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 financial 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 contained therein were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis consistent with prior periodsthroughout 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 fairly the consolidated financial position of BVI the Company and its subsidiaries as of their the respective dates, dates thereof and the consolidated results of their operations and their cash flows and the changes in stockholders’ equity of the Company and its subsidiaries for the periods presented thereincovered thereby. The authorized capital stock of BVI is Except as set forth in the BVI financial statements included in the Company SEC ReportsDocuments, 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. BVI Buyer has made available to the Sellers a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Buyer with the Securities Exchange Commission ("SEC") on or after November 22, 1995 (the "SEC Reports") which are all material the forms, statements, reports and documents required to be filed by it prior to Buyer with the date hereof under each SEC since November 22, 1995. As of the 1933 Acttheir respective dates, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, SEC Reports complied when filed in all material respects with all applicable the requirements of the applicable 1934 Act or the Securities Act of 1933, as amended (the "1933 Act"), as the case may be, and the rules and regulations thereunder, of the SEC applicable thereto and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains did not contain any untrue statement of a material fact or omits 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. True and correct copies Each of the formsconsolidated financial statements (including, statementsin each case, 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 any related notes thereto) of BVI included contained in the BVI SEC Reports (the "BVI Financial Statements") 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, are in accordance with the books and records of BVI, have had been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis consistent with prior periodsthroughout 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 present each fairly presented the consolidated financial position of BVI Buyer and its consolidated subsidiaries in all material respects as of their at the respective dates, dates thereof and the consolidated results of their its operations and their cash flows for the periods presented therein. The authorized capital stock of BVI is as set forth indicated (subject, in the BVI SEC Reportscase 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. BVI 4.6.1 RHG has made available to Buyer (i) RHG’s annual reports on Form 10-K (as may have been amended prior to the date hereof) for its fiscal years ended April 24, 2005, April 25, 2004, April 27, 2003, and Axxxx 00, 0000, (xx) RHG’s quarterly reports on Form 10-Q for each of the quarters ended July 24, 2005, October 23, 2005 and January 22, 2006; (iii) its proxy or information statements relating to meetings of the shareholders of RHG held (or actions taken without a meeting by such shareholders) since October 1, 2002, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since October 1, 2002 (the documents referred to in this Section 4.6.1, collectively, the “Company SEC Filed Documents”). RHG has made available to Buyer all material formscorrespondence of RHG, statementsincluding any comment letters and the responses thereto, reports from or to the Securities and documents required to be Exchange Commission (the “SEC”) or its staff since October 1, 2002. 4.6.2 As of its filing date, each Company SEC Filed Document complied, and each such SEC document filed by it prior subsequent to the date hereof under each of the 1933 Act(collectively, the 1934 Act“Company SEC Subsequently Filed Documents” and collectively with the Company SEC Filed Documents, and the respective rules and regulations thereunder, (a“Company SEC Documents”) all of whichwill comply, as amended, if applicable, complied when filed to form and content in all material respects with all the applicable requirements of the applicable 1933 Act and the rules and regulations thereunder1934 Act, as the case may be. 4.6.3 As of its filing date (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Company SEC Filed Document filed pursuant to the 1934 Act did not, and (b) none of whicheach such Company SEC Subsequently Filed Document will not, as amended, if applicable, including any financial statements or schedules included therein, contains contain any untrue statement of a material fact or omits 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. True and correct copies . 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 formsdate such statement or amendment became effective, statementsdid 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, reports and documents filed by BVI with as defined in Rule 13a-14(c) promulgated under the SEC since November 11934 Act, 1997 (the "BVI SEC Reports") have been furnished to the Stockholders. The consolidated statements of financial position extent required by applicable law 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 Reportsregulation.

SEC Filings. BVI (a) Parent has filed with the SEC all material forms, statementsreports, reports statements and other documents required to be filed by it with the SEC (such forms, reports, statements and other documents are hereinafter referred to as the "Parent SEC Reports"). The Parent SEC Reports (i) were prepared in all material respects in accordance with the applicable 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 hereof under each of this Agreement, then on the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (adate of such filing) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act and the rules and regulations thereunder, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains contain any untrue statement of a material fact or omits 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. 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"b) have been furnished to the Stockholders. The consolidated financial statements of financial position and the related consolidated statements of income(including, shareholders' equity and cash flows (including the in each case, any related notes and schedules thereto) of BVI included contained in the BVI Parent 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 were prepared in accordance with GAAP applied on a consistent basis consistent with prior periods, throughout the periods involved (except as may be indicated therein or in the notes thereto) and present fairly presented in all material respects the consolidated financial position of BVI Parent and its consolidated subsidiaries as of their at the respective dates, dates thereof and the consolidated results of their its operations and their cash flows for the periods presented therein. The authorized capital stock of BVI is 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 BVI 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. BVI The Company has made available to Enzon accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-3 or S-8) and definitive proxy statement filed by the Company with the Securities and Exchange Commission (the "SEC") between January 1, 2001 and the date of this Agreement (the "Company SEC Documents"). Except as set forth on Part 2.5 of the Disclosure Schedule, each Company SEC Document was filed with the SEC all material formsin a timely manner pursuant to the requirements of the Exchange Act. As of the time it was filed with the SEC (or, statements, reports and documents required to be filed if amended or superseded by it a filing prior to the date hereof under of this Agreement, then on the date of such filing): (i) each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, Company SEC Documents complied when filed in all material respects with all the applicable requirements of the applicable Securities Act and of 1933, as amended (the rules and regulations thereunder"Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be; and (bii) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains the Company SEC Documents contained any untrue statement of a material fact or omits omitted 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 financial statements of financial position and the related consolidated statements of income, shareholders' equity and cash flows (including the related notes thereto) of BVI included contained in the BVI Company SEC Reports Documents: (the "BVI Financial Statements"i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, are in accordance with the books and records of BVI, have been ; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis consistent with prior periodsthroughout 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 fairly the consolidated financial position of BVI the Company and its subsidiaries as of their the respective dates, dates thereof and the consolidated results of their operations of the Company and their cash flows its subsidiaries for the periods presented thereincovered thereby. The authorized capital stock of BVI is Except as set forth in the BVI financial statements included in the Company SEC ReportsDocuments, 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. BVI (a) POS has filed with the SEC all material forms, statements, reports and documents required to be filed with the SEC since January 1, 1999 and has made available to Buyer (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1999, 2000 and 2001, (ii) its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002, and, (iii) all proxy statements relating to @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 it @POS with the SEC since January 1, 1999, and (v) all amendments and supplements to all such reports and registration statements filed by @POS with the SEC (collectively, 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 hereof under each of this Agreement, then on the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (adate of such filing) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act and the rules and regulations thereunder, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains contain any untrue statement of a material fact or omits 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. True and correct copies None of @POS' subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the formsconsolidated financial statements (including, statementsin each case, 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 any related notes thereto) of BVI included contained in the BVI SEC Reports (collectively, the "BVI Seller 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 was prepared in accordance --------------------------- with GAAP applied on a consistent basis consistent with prior periodsthroughout the periods involved (except as may be indicated in the notes thereto), and present each fairly presents the consolidated financial position of BVI @POS and its subsidiaries as of their at the respective dates, dates thereof and the consolidated results of their its operations and their cash flows for the periods presented therein. The authorized capital stock of BVI is 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 set forth in may be permitted by the BVI SEC Reportsapplicable rules promulgated by the SEC.

SEC Filings. BVI The Company has filed with the SEC ----------- Commission all material forms, reports, schedules, statements, reports and other documents required to be filed by it prior to under the date hereof under each of the 1933 Securities Act, the 1934 Exchange Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act other Federal securities laws and the rules and regulations promulgated thereunder, during the period from June 1996 to the date of this Agreement (the "SEC Filings"). A final draft of the Company's 10Q for the quarter ended ----------- June 30, 1997 is annexed to Schedule 4.9 (the "June 10Q"). Each SEC Filing ------------ -------- and the June 10Q was prepared in accordance with, and at the time of filing complied (bor will comply) none in all material respects with, the requirements of whichthe Securities Act, the Exchange Act or other applicable Federal securities law and the rules and regulations promulgated thereunder, as amendedthe case may be, if applicableexcept 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 including, without limitation, any financial statements or schedules included therein, contains at the time filed, contained any untrue statement of a material fact or omits omitted to state a any material fact required to be stated therein or necessary in order to make the statements made contained therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of , except as the forms, statements, reports and documents same was corrected or superseded in a subsequent SEC Filing filed by BVI with the SEC since November 1, 1997 (the "BVI SEC Reports") have been furnished to the StockholdersCommission. The consolidated historical financial statements of financial position and the related consolidated statements of income(including, shareholders' equity and cash flows (including the in each case, any related notes thereto) of BVI included contained in the BVI SEC Reports (the "BVI Financial Statements") complied as to form in all material respects with applicable accounting requirements Filings and the rules and regulations of the SEC with respect thereto, are in accordance with the books and records of BVI, June 10Q have been prepared in accordance conformity with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis consistent with prior periods, (except as described therein) and present each presents fairly the consolidated financial position of BVI the Company and its subsidiaries as of their consolidated Subsidiaries at the respective dates, dates thereof and the consolidated results of their its operations and their changes in cash flows for the periods presented therein. The authorized capital stock of BVI is as set forth period indicated (subject to normal year-end audit adjustments in the BVI SEC Reportscase of any unaudited interim financial statements).

SEC Filings. BVI The Company has filed with the SEC Commission ----------- all material forms, reports, schedules, statements, reports and other documents required to be filed by it prior to under the date hereof under each of the 1933 Securities Act, the 1934 Exchange Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act other Federal securities laws and the rules and regulations promulgated thereunder, during the period from June 1996 to the date of this Agreement (the "SEC Filings"). A final ----------- draft of the Company's 10Q for the quarter ended June 30, 1997 is annexed to Schedule 4.9 (the "June 10Q"). Each SEC Filing and the June 10Q was prepared in ------------ -------- accordance with, and at the time of filing complied (bor will comply) none in all material respects with, the requirements of whichthe Securities Act, the Exchange Act or other applicable Federal securities law and the rules and regulations promulgated thereunder, as amendedthe case may be, if applicableexcept 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 including, without limitation, any financial statements or schedules included therein, contains at the time filed, contained any untrue statement of a material fact or omits omitted to state a any material fact required to be stated therein or necessary in order to make the statements made contained therein, in the light of the circumstances under which they were made, not misleading. True and correct copies of , except as the forms, statements, reports and documents same was corrected or superseded in a subsequent SEC Filing filed by BVI with the SEC since November 1, 1997 (the "BVI SEC Reports") have been furnished to the StockholdersCommission. The consolidated historical financial statements of financial position and the related consolidated statements of income(including, shareholders' equity and cash flows (including the in each case, any related notes thereto) of BVI included contained in the BVI SEC Reports (the "BVI Financial Statements") complied as to form in all material respects with applicable accounting requirements Filings and the rules and regulations of the SEC with respect thereto, are in accordance with the books and records of BVI, June 10Q have been prepared in accordance conformity with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis consistent with prior periods, (except as ---- described therein) and present each presents fairly the consolidated financial position of BVI the Company and its subsidiaries as of their consolidated Subsidiaries at the respective dates, dates thereof and the consolidated results of their its operations and their changes in cash flows for the periods presented therein. The authorized capital stock of BVI is as set forth period indicated (subject to normal year-end audit adjustments in the BVI SEC Reportscase of any unaudited interim financial statements).

SEC Filings. BVI ICE has timely filed with the SEC all material registration statements, prospectuses, forms, reports, definitive proxy statements, reports schedules and documents required to be filed by it prior under the Securities Act or the Exchange Act, as the case may be, since December 31, 2003 (collectively, the "ICE SEC FILINGS"). Each ICE SEC Filing (i) as of the time it was filed, complied or, if filed subsequent to the date hereof under each of the 1933 Acthereof, the 1934 Actwill comply, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, complied when filed in all material respects with all applicable the requirements of the applicable Securities Act and or the rules and regulations thereunderExchange Act, as the case may be, and (bii) none of whichdid not, as amendedat the time it was filed, or, if applicablefiled subsequent to the date hereof, including any financial statements or schedules included thereinwill not, contains contain any untrue statement of a material fact or omits 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. True and correct copies Each of the formsconsolidated financial statements (including, statementsin each case, 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 any notes thereto) of BVI included contained in the BVI ICE 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 theretoFilings was, are in accordance with the books and records of BVIor will be, have been 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 consistent with prior periodsthroughout the periods indicated (except as may be indicated in the notes thereto), and present each presented, or will present, fairly and accurately the consolidated financial position and condition, results of BVI 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 subsidiaries consolidated Subsidiaries as of their respective datesDecember 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 consolidated results appropriate officers of their operations and their cash flows for ICE to make all certifications required under, the periods presented therein. The authorized capital stock of BVI is as set forth in the BVI SEC ReportsXxxxxxxx-Xxxxx Act.

SEC Filings. BVI (a) LightTouch has filed with the SEC all material forms, statements, reports and documents required to be filed by it prior with the U.S. Securities and Exchange Commission (the "SEC") since April 2, 2000, and has heretofore delivered to Vanishing Point, in the date hereof under each 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 with the SEC since April 2, 2000 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above being referred to herein, collectively, as the "SEC REPORTS"). The SEC Reports (i) were prepared in accordance with the requirements of the 1933 Act, the 1934 Securities Act, and the respective rules and regulations thereunder, Securities Exchange Act of 1934 (a) all of whichthe "EXCHANGE ACT"), as amendedthe case may be, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act and the rules and regulations thereunder, thereunder and (bii) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains did not at the time they were filed contain any untrue statement of a material fact or omits 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. True 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 the forms, statements, reports all amendments and documents modifications that have not been filed by BVI LightTouch with the SEC since November 1to all agreements, 1997 (the "BVI SEC Reports") have documents and other instruments that previously had 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 filed by LightTouch with applicable accounting requirements and the rules and regulations of the SEC with respect thereto, and are currently 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 Reportseffect.

SEC Filings. BVI Forefront Holdings has filed with the SEC Securities and Exchange Commission (“SEC”) (i) its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006, (ii) its Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 29, 2007 and (iii) all material formsof its other reports, statements, reports schedules and documents required to be filed by it prior to registration statements through November 29, 2007 (collectively, the “SEC Documents”). As of its filing date (and as of the date hereof under of any amendment), each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, SEC Document complied as amended, if applicable, complied when filed to form in all material respects with all the applicable requirements of the applicable Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, the Xxxxxxxx-Xxxxx Act, and, in each case, the rules and regulations promulgated thereunder, and as the case may be. As of its filing date (b) none or, if amended or superseded by a filing prior to the date hereof, on the date of whichsuch filing), each SEC Document filed pursuant to the Securities Exchange Act of 1934, as amended, if applicable, including any financial statements or schedules included therein, contains did not contain any untrue statement of a material fact or omits 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. True and correct copies of the The SEC Documents constitute all forms, reports, statements, reports schedules and other documents required to be filed by BVI Forefront Holdings with the SEC since November 1March 30, 1997 (2007. As of the "BVI date hereof, there are no material unresolved comments issued by the staff of the SEC Reports") have been furnished with respect to any of the StockholdersSEC Documents. The consolidated financial statements of financial position and the related consolidated statements of income, shareholders' equity and cash flows (including the related notes thereto) of BVI included thereto contained in the BVI SEC Reports Documents (the "BVI Financial Statements") complied as to form “Forefront Holdings Financials”), comply in all material respects with applicable accounting requirements the 1934 Act, and the rules and regulations of the SEC with respect thereto, are in accordance with the books promulgated thereunder and records of BVI, have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a basis consistent throughout the periods indicated and consistent with prior periods, each other; and (ii) the Forefront Holdings Financials present fairly and accurately the consolidated financial position condition and operating results of BVI and its subsidiaries Forefront Holdings in all material respects as of their respective dates, the dates and the consolidated results of their operations and their cash flows for during the periods presented indicated therein. The authorized capital stock 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 BVI 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 as set forth in made known on a timely basis to the BVI individuals responsible for the preparation of the Forefront Holdings SEC ReportsDocuments.

SEC Filings. BVI (i) CHI has timely filed with the SEC all material forms, statementsreports, reports schedules, statements and documents other documents, including any exhibits thereto, required to be filed by it prior to with the date hereof under Securities and Exchange Commission (the “SEC”), together with any amendments, restatements or supplements thereto (collectively, the “CHI SEC Reports”); (ii) each of the 1933 ActCHI SEC Reports, the 1934 Actas of their respective dates of filing, and as of the respective rules and regulations thereunder, (a) all date of which, as amended, if applicableany amendment or filing that superseded the initial filing, complied when filed in all material respects with all the applicable requirements of the applicable Securities Act, the Securities Exchange Act of 1934, as amended, and the Xxxxxxxx-Xxxxx Act of 2002, as amended and the rules and regulations thereunderpromulgated thereunder applicable to the CHI SEC Reports; (iii) as of their respective dates of filing, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains the CHI SEC Reports did not contain any untrue statement of a material fact or omits 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 or will be made, as applicable, not misleading. True and correct copies ; (iv) as of the formsdate 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, reports as permitted by Form 10-Q of the SEC) and documents filed by BVI with each fairly present in all material respects the SEC since November 1, 1997 (the "BVI SEC Reports") have been furnished to the Stockholders. The consolidated statements of financial position of CHI, Xxxx Health and Xxxx Pharmacy as at the respective dates thereof, and the related consolidated statements results of incomeits operations, shareholders' ’ equity and cash flows for the respective periods then ended (including subject, in the related notes theretocase of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of BVI 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 BVI SEC Reports consolidated financial statements of CHI; and (the "BVI Financial Statements"vii) complied as to form CHI is in compliance in all material respects with the applicable accounting requirements listing and the corporate governance rules and regulations of the SEC with respect theretoNew York Stock Exchange; and (viii) since January 1, are in accordance with the books and records of BVI2021, have been prepared in accordance with GAAP applied on a basis consistent with prior periodsCHI, Xxxx Health, 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 ReportsXxxx Pharmacy have not suffered a Buyer Material Adverse Effect.

SEC Filings. BVI has filed with Computone's Annual Reports on Form 10-KSB for the SEC fiscal years ended April 2, 1999, April 3, 1998 and April 4, 1997 and all material forms, statements, other reports and documents required 20 definitive proxy statements filed or to be filed by it prior to the date hereof Closing Date under each Sections 13, 14 or 15 of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all Securities Exchange Act of which1934, as amended, if applicablein the form filed, or to be filed, with the SEC (a) complied when filed or will comply in all material respects as to form with all the applicable requirements of the applicable Act and the rules and regulations thereunder, of the SEC and (b) none did not and will not, at the time of whichsuch filing, as amended, if applicable, including any financial statements or schedules included therein, contains contain any untrue statement of a material fact or omits 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. True , and correct copies each of the formsbalance sheets in any such SEC filing, statementsincluding the related notes and schedules thereto, reports fairly presents and documents filed by BVI with will fairly present the SEC since November 1, 1997 (financial position of Computone as of its date and each of the "BVI SEC Reports") have been furnished to the Stockholders. The consolidated statements of financial position operations and the related consolidated statements of income, shareholderschanges in stockholders' equity and cash flows (in any such SEC filing, 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 schedules thereto, are fairly presents and will fairly present the results of operations, changes in accordance with stockholders' equity and changes in cash flow, as the books and records case may be, of BVIComputone for the periods set forth therein, have been prepared in each case in accordance with GAAP consistently 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 during the periods presented involved, except in each case as may be noted therein. The authorized capital stock of BVI is as set forth , subject to normal year-end audit adjustments in the BVI SEC Reportscase of unaudited statements.

SEC Filings. BVI (a) The Company has filed with the SEC all material forms, statements, reports and documents required to be filed with the SEC since January 1, 1999 and has made available to Parent (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1999, 2000 and 2001, (ii) its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002, and, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 1999, (iv) all other reports or registration statements, including any Current Report on Form 8-K, filed by it the Company with the SEC since January 1, 1999, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC (collectively, 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 hereof under each of this Agreement, then on the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (adate of such filing) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act and the rules and regulations thereunder, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains contain any untrue statement of a material fact or omits 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. True and correct copies None of the Company's Subsidiaries is required to file any forms, statements, reports and or other documents filed by BVI with the SEC since November 1SEC. (b) Each of the consolidated financial statements (including, 1997 (the "BVI SEC Reports") have been furnished to the Stockholders. The consolidated statements of financial position and the related consolidated statements of incomein each case, shareholders' equity and cash flows (including the any related notes thereto) of BVI included contained in the BVI SEC Reports (collectively, the "BVI Company 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 was prepared in accordance with GAAP applied on ---------------------------- a consistent basis consistent with prior periodsthroughout the periods involved (except as may be indicated in the notes thereto), and present each fairly presents the consolidated financial position of BVI the Company and its subsidiaries as of their at the respective dates, dates thereof and the consolidated results of their its operations and their cash flows for the periods presented therein. The authorized capital stock of BVI is 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 set forth in may be permitted by the BVI SEC Reportsapplicable rules promulgated by the SEC.

SEC Filings. BVI Parent has delivered to the Company copies of the following documents previously filed by Parent with the Securities and Exchange Commission (the "Commission"): (i) 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, 1997, (iii) Parent's quarterly report on Form 10-Q for the quarter ended March 31, 1999, (iv) the Form S-3 Registration Statement of Parent as filed with the SEC 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 material formsreports, statements, reports registration statements and other documents required to be filed by it prior to under the date hereof under each of the 1933 Act, the 1934 Act, Securities Act and the respective rules Securities Exchange Act of 1934 (the "Exchange Act") (the "SEC Filings"). Parent has delivered to or made available for inspection by the Company and regulations thereunderthe Members accurate and complete copies of all the SEC Filings in the form filed by Parent with the Commission since November 1, (a) all of which, as amended, if applicable, 1997. The SEC Filings were prepared in accordance and complied when filed in all material respects with all the applicable requirements of the applicable Securities Act and or the rules and regulations thereunder, and (b) none of whichExchange Act, as amendedapplicable. None of such forms, if applicablereports and statements, including including, without limitation, any financial statements or statements, exhibits and schedules included thereintherein and incorporated therein by reference, contains any at the time filed, declared effective or mailed, as the case may be, contained an untrue statement of a material fact or omits omitted 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 Except to the extent information contained in any of the formsSEC Filings has been revised, statementscorrected or superseded by a later-filed form, reports and documents filed by BVI with report or document, none of the SEC since November 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 "BVI SEC Reports") have been furnished to the Stockholders. The consolidated statements of financial position and the related consolidated statements of incometherein, 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 light of the SEC with respect theretocircumstances under which they were made, 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 Reportsnot misleading.

SEC Filings. BVI (a) The Company has made available to Parent, to the extent not available on the SEC’s EXXXX system, (i) the Company’s annual report on Form 20-F for its fiscal year ended December 31, 2005, (ii) all current reports furnished to the SEC on Form 6-K by the Company since December 31, 2005, and (iii) all other reports, 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 material reports, schedules, forms, statementsstatements and other documents (including exhibits, reports material agreements and documents other information incorporated therein) required to be filed with (or furnished on Form 6-K to) the SEC by it prior to the Company since December 31, 2005. (b) As of the date hereof under each of the 1933 Actit was filed with, or furnished to, the 1934 ActSEC, and the respective rules and regulations thereunder, (a) all of which, each Company SEC Document complied as amended, if applicable, complied when filed to form in all material respects with all the applicable requirements of the applicable 1933 Act and the rules and regulations thereunder, and (b) none of which1934 Act, as amendedthe case may be. (c) As of the date it was filed with, if applicableor furnished to, including any financial statements or schedules included thereinthe SEC, contains each Company SEC Document did not contain any untrue statement of a material fact or omits 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. True . (d) The principal executive officer and correct copies the principal financial officer of the forms, statements, reports Company have made all certifications required by Sections 302 and documents 906 of the Sxxxxxxx-Xxxxx Act with respect to the relevant Company SEC Documents filed by BVI with the SEC since November 1, 1997 Company. (e) The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the "BVI SEC Reports") have been furnished 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 Stockholders. The consolidated statements of financial position and individuals responsible for 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 preparation of the Company’s SEC with respect thereto, 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 the books management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and records of BVIto maintain asset accountability, have been prepared (iii) access to assets is permitted only in accordance with GAAP applied on a basis consistent with prior periodsA-18 management’s general or specific authorization, and present fairly (iv) the consolidated financial position of BVI recorded accountability for assets is compared with the existing assets at reasonable intervals 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 appropriate action is as set forth in the BVI SEC Reportstaken with respect to any differences.

SEC Filings. BVI (a) Purchaser has timely filed with the SEC and made available to Seller all material forms, statements, reports and documents required to be filed by it prior to Purchaser with the date hereof under each SEC since April 30, 2003, other than registration statements on Form S-8 (collectively, the "Purchaser SEC Reports"). Each of the 1933 Act, Purchaser SEC Reports (i) at the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicabletime it was filed, complied when filed in all material respects with all the applicable requirements of the applicable Securities Act and the rules and regulations thereunderExchange Act, as the case may be, and (bii) none did not at the time it was filed (or if amended or superseded by a filing prior to the date of whichthis Agreement, as amended, if applicable, including any financial statements or schedules included therein, contains then on the date of such filing) contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein in such Purchaser SEC Report or necessary in order to make the statements made thereinin such Purchaser SEC Report, in the light of the circumstances under which they were made, not misleading. True and correct copies . (b) Each of the formsconsolidated financial statements (including, statementsin each case, reports and documents filed by BVI with any related notes) contained in the SEC since November 1, 1997 (the "BVI Purchaser 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 any Purchaser SEC Reports (filed after the "BVI Financial Statements") date of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, are in accordance with the books and records of BVI, have been was or will be prepared in accordance with GAAP applied on a consistent basis consistent with prior periodsthroughout 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 fairly, in all material respects, the consolidated financial position of BVI Purchaser and its subsidiaries as of their the respective dates, and the consolidated results of their its operations and their cash flows for the periods presented therein. The authorized capital stock of BVI is as set forth 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 the BVI SEC Reportsamount.

SEC Filings. BVI The Company has heretofore made available to Parent and Sub its (i) Annual Reports on Form 10-K for the fiscal years ended June 30, 1995, 1996 and 1997, (ii) proxy statements relating to all meetings of stockholders (whether annual or special) held since June 30, 1994 and (iii) each other registration statement, proxy or information statement, form, report and other document filed by the Company with the SEC since June 30, 1994 (collectively, the "SEC Filings"). At the time it was made, each SEC Filing (including all material forms, statements, reports exhibits and schedules thereto and documents required to be filed incorporated by reference therein) and, at the time it prior to is made, any SEC Filing made by the Company with the SEC after the date hereof under each of the 1933 Actthis Agreement (A) complied, the 1934 Actor with respect to those not yet made will comply, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, complied when filed in all material respects with all applicable the requirements of the applicable Securities Act and of 1933, as amended (the rules and regulations thereunder"Securities Act"), or the Exchange Act, as appropriate, and (bB) none of whichdid not, as amendedor with respect to those not yet made will not, if applicable, including any financial statements or schedules included therein, contains contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements made thereinmade, in the light of the circumstances under which they were made, not misleading. True and correct copies of the The Company has filed all required reports, schedules, forms, statements, reports statements and other documents filed by BVI with the SEC since November 1June 30, 1997 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 "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 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 to form of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, are and fairly presented or will fairly present 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 all material respects the consolidated financial position of BVI and its subsidiaries the Company as of their respective dates, the dates thereof and the consolidated results of their its operations and their cash flows for the periods presented therein. The authorized capital stock of BVI is as set forth then ended (subject, in the BVI SEC Reportscase of any unaudited interim financial statements, to normal recurring year-end adjustments).

SEC Filings. BVI The Purchaser has timely filed with the SEC all material forms, statements, reports and documents required to be filed by it prior since December 31, 2001, and has made available to the date hereof under Company and the Sellers each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed since December 31, 2001, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Purchaser's SEC Filings"). As of their respective dates, each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, Purchaser's SEC Filings (a) all of which, as amended, if applicable, complied when filed was prepared in all material respects in accordance with all the applicable requirements of the applicable Securities Act, the Exchange Act and the rules and regulations thereunder, thereunder and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains did not contain any untrue statement of a material fact or omits 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. True and correct copies of the forms, misleading except for such statements, reports and documents filed if any, as have been modified by BVI subsequent filings with the SEC since November 1, 1997 (the "BVI SEC Reports") have been furnished prior to the Stockholdersdate hereof. The Each of the consolidated statements of 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 related consolidated statements of income, shareholderscash flows and changes in stockholders' equity and cash flows included in or incorporated by reference into the Purchaser's SEC Filings (including the any related notes theretoand schedules) of BVI included in the BVI SEC Reports (the "BVI Financial Statements") complied as to form fairly presents in all material respects with applicable accounting requirements and the rules and regulations 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 with respect theretoand (ii) normal year-end audit adjustments), are in accordance with the books and records of BVI, have been prepared each case in accordance with GAAP consistently 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 during the periods presented involved, except as may be noted therein. The authorized capital stock of BVI is as set forth in the BVI SEC Reports.

SEC Filings. BVI Buyer and, to Buyer's knowledge, each of its current stockholders has filed with the SEC all material forms, statementsreports, reports statements and documents required to be filed by it prior to with the date hereof under SEC since May 29, 2003 (the "SEC REPORTS"), each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, which has complied when filed in all material respects with all the applicable requirements of the applicable Securities Act of 1933, as amended (the "SECURITIES ACT"), and the rules and regulations promulgated thereunder, and (b) 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 whichthe SEC Reports (including, as amended, if applicable, including any financial statements or schedules included or incorporated by reference therein, contains ) contained when filed any untrue statement of a material fact or omits omitted to state a material fact required to be stated or incorporated by reference 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 Other than as disclosed in Risk Factor 12 of the formsPrivate Placement Memorandum of the Company dated April 27, statements2005 and except to the extent that information contained in any SEC Report has been revised or superseded by a later filed SEC Report, reports and documents filed by BVI with none of the SEC since November 1Reports 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, 1997 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 "BVI SEC ReportsSARBANES-OXLEY ACT") 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 xxx xxx xxxes and regulations of the SEC SEX xxxreunder with respect theretoto the Company's filings pursuant to the Exchange Act. For purposes of the preceding sentence, are in accordance with "principal executive officer" and "principal financial officer" shall have 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 meanings given to such terms in the BVI SEC ReportsSarbanes-Oxley Act.

SEC Filings. BVI (a) The Company has made available to Parent and Acquisition Sub accurate and complete copies of all registration statements, definitive proxy statements and other statements, reports, schedules, forms and other documents (and all amendments or supplements thereto) filed by Company with the SEC since January 31, 2000 (the "Company SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Company with the SEC since January 31, 2000 have been so filed and in a timely manner. As of the time it was filed with the SEC all material forms(or, statementsif amended, reports and documents required to be filed supplemented or superseded by it a filing prior to the date hereof under of this Agreement, then on the date of such filing): (i) each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, Company SEC Documents complied when filed in all material respects with all the applicable requirements of the applicable Securities Act and or the rules and regulations thereunderExchange Act (as the case may be) including, without limitation, with the provisions of SOX; and (bii) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains the Company SEC Documents contained any untrue statement of a material fact or omits omitted 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"b) have been furnished to the Stockholders. The consolidated financial statements of financial position and the related consolidated statements of income, shareholders' equity and cash flows (including the any related notes theretonotes) of BVI included contained in the BVI Company SEC Reports Documents: (the "BVI Financial Statements"i) when filed, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto; (ii) when filed, are in accordance with the books and records of BVI, have been were prepared in accordance with GAAP applied on a basis consistent with prior periods(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 fairly in all material respects the consolidated financial position of BVI and its subsidiaries Company as of their the respective dates, dates thereof and the consolidated results of their operations and their cash flows of Company for the periods presented thereincovered thereby. The authorized capital stock unaudited consolidated balance sheet of BVI is the Company and its Subsidiaries as set forth of September 30, 2002 included in the BVI SEC ReportsCompany'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. BVI (a) Parent has timely filed with or furnished to the SEC SEC, and has made available to the Company, all material forms, exhibits, reports, statements, reports schedules, registration statements and other documents required to be filed or furnished with the SEC under the 1934 Act since March 31, 2003 and its proxy statement and related materials as required by it prior Regulation 14A under the 1934 Act for the annual meeting of stockholders for the fiscal year ended December 31, 2002 (the documents referred to the date hereof under each of the 1933 Actin this Section 5.05, collectively, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act and the rules and regulations thereunder, and “Parent SEC Documents”). (b) none As of whichits filing date or date of furnishing (and, as amendedin the case of a proxy statement, if applicableon the date of mailing), including each Parent SEC Document (including, without limitation, any financial statements or schedules included therein) complied in all material respects with the applicable requirements of the 1934 Act. (c) As of its filing date or date of furnishing (and, contains in the case of a proxy statement, on the date of mailing), each Parent SEC Document (including, without limitation, any financial statements or schedules included therein) did not contain any untrue statement of a material fact or omits 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. 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"d) have been furnished to the Stockholders. The consolidated financial statements of financial position and the related consolidated statements of income, shareholders' equity and cash flows (including the related notes theretonotes) of BVI Parent included in the BVI Parent 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 Documents were prepared in accordance with GAAP applied on a basis consistent with prior periodsduring 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 present fairly year-end audit adjustments) in all material respects the consolidated financial position of BVI and its subsidiaries Parent as of their respective dates, the dates thereof and the consolidated results of their its operations and their cash flows for the periods presented therein. The authorized capital stock of BVI is as set forth in the BVI SEC Reportsindicated.

SEC Filings. BVI (a) The Company has delivered to Farnell (i) its annual reports on Form 10-K for its fiscal years ended May 31, 1993, 1994 and 1995, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended August 31, 1995, and November 30, 1995, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since June 1, 1993, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC all material formsSecurities and Exchange Commission (the "SEC") since June 1, statements, reports and documents required to be filed by it prior to the date hereof under each of the 1933 Act1993 (collectively, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act and the rules and regulations thereunder, and "SEC REPORTS"). (b) none As of whichits filing date, as amended, if applicable, including any financial statements or schedules included therein, contains each SEC Report filed pursuant to the Exchange Act (i) did not contain any untrue statement of a material fact or omits 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. True misleading 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"ii) complied as to form in all material respects with applicable accounting the requirements and the rules and regulations of the SEC with respect theretoExchange 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, are in accordance statements or schedules filed by the Company with the books and records of BVISEC under the Exchange Act (other than the Proxy Statement) after the date hereof (i) will not, 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 datesits 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 consolidated results requirements 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 ReportsExchange Act.

SEC Filings. BVI has Each report, registration statement and definitive proxy statement filed by the Company with the SEC all material forms, statements, reports Securities and documents required to be filed by it prior to Exchange Commission (the date hereof under each of “SEC,” and the 1933 Actdocuments, the 1934 Act, and the respective rules and regulations thereunder, “Company SEC Documents”): (ai) all of which, complied as amended, if applicable, complied when filed to form in all material respects with all applicable requirements of the applicable Act and the published rules and regulations thereunderof the SEC applicable thereto and, and with respect to those filed within the past twenty-four months, were timely filed; (bii) none the information contained therein as of which, as amended, if applicable, including any financial statements or schedules included therein, contains any the respective dates thereof did not contain an untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, therein in the light of the circumstances under which they were made, made not misleading. True and correct copies of ; (iii) 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 financial 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 contained therein were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis consistent with prior periodsthroughout 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 fairly the consolidated financial position of BVI the Company and its subsidiaries as of their the respective dates, dates thereof and the consolidated results of their operations and their cash flows and the changes in stockholders’ equity of the Company and its subsidiaries for the periods presented thereincovered thereby. The authorized capital stock of BVI is Except as set forth in the BVI financial statements included in the Company SEC ReportsDocuments, 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. BVI (a) The Company has filed with or furnished to the SEC SEC, and made available to Parent, all material reports, schedules, forms, statements, reports prospectuses, registration statements and other documents required to be filed or furnished by it the Company since May 11, 2011 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company SEC Documents”). (b) As of its filing date (or, if amended or superseded by a filing prior to the date hereof under hereof, on the date of such filing), each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of whichCompany SEC Document complied, as amended, if applicable, complied when filed to form in all material respects with all the applicable requirements of the applicable 1933 Act and the rules and regulations thereunder, and (b) none of which1934 Act, as amendedthe case may be. (c) As of its filing date (or, if applicableamended or superseded by a filing prior to the date hereof, including any financial statements or schedules included thereinon the date of such filing), contains each Company SEC Document filed pursuant to the 1934 Act did not contain any untrue statement of a material fact or omits 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. True and correct copies . (d) None of the formsCompany’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, statementsin material compliance with Rule 13a-15 and Rule 00x-00 xxxxx xxx 0000 Xxx, reports (x) designed disclosure controls and documents filed procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by BVI 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 SEC since November 1, 1997 (the "BVI SEC Reports") have been furnished to the Stockholders. The consolidated statements of financial position applicable listing 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 corporate governance rules and regulations of the SEC with respect theretoNASDAQ, are in accordance with except for any non-compliance that would not reasonably be expected to have a Material Adverse Effect on 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 ReportsCompany.

SEC Filings. BVI With the exception of the financial statements and related financial disclosure in the Company's Annual report on Form 10-K for the year ended December 31, 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 (the "Exchange Act"), since December 31, 2003 (including all exhibits included therein and documents incorporated by reference therein hereinafter being referred to as the "Reports" and together with the Form 10-K the "SEC all material forms, statements, reports and documents required to be filed by it prior to the date hereof under each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (aDocuments") all of which, as amended, if applicable, complied when filed in all material respects with all applicable the requirements of the applicable Act Exchange Act, and the rules and regulations thereunderof the Securities and Exchange Commission (the "SEC") promulgated thereunder as of their respective filing dates, and except as to the financial statements and related financial disclosure (b) including but not limited to Management's Discussion and Analysis of Financial Condition and Results of Operations and Selected Financial Data), none of whichthe SEC Documents, as amendedwhen filed, if applicable, including any financial statements or schedules included therein, contains contained any untrue statement of a material fact or omits omitted 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 , 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 correct copies Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures about Market Risk, Annual Financial Statements for the formsfiscal years ended December 31, statements2001, reports 2002, 2003 and documents filed by BVI with 2004 and the SEC since November 1notes thereto, 1997 (and Quarterly Financial Statements for the "BVI SEC Reports") have been furnished to quarters ended March 31, 2004, June 30, 2004, and September 30, 2004, from the StockholdersMemorandum constitutes a material omission. The consolidated statements of financial position and Company agrees to use reasonable best efforts to become current in its reporting requirements under 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 Exchange Act 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 periodssoon as practicable, and present fairly it will notify each Purchaser promptly after the consolidated financial position of BVI and its subsidiaries Compliance Date (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 defined in the BVI SEC ReportsSection 6.2(a)(i)).

SEC Filings. BVI has filed As of their respective filing dates, the Company's filings with the SEC all material forms, statements, reports and documents required to be filed by it prior to the date hereof under each of the 1933 Act, the 1934 ActAct since April 15, and 2014 (the respective rules and regulations thereunder, (a) all of which, as amended, if applicable"SEC Documents"), complied when filed in all material respects with all applicable the requirements of the applicable 1934 Act and the rules and regulations thereunderof the SEC promulgated thereunder applicable to the SEC Documents, and (b) none of whichthe SEC Documents, as amendedat the time they were filed with the SEC, if applicable, including any financial statements or schedules included therein, contains contained any untrue statement of a material fact or omits omitted 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 The Company represents that, as of the formsdate hereof, statementsno 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 documents other materials required to be filed by BVI 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 since November 1, 1997 (the "BVI SEC Reports"reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i) have been furnished at least one year prior 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 Reportsdate hereof.

SEC Filings. BVI (a) The Company has timely filed with the SEC all material required forms, reports, statements, reports exhibits, schedules and other documents required to be filed by it prior to with the date hereof under each of the 1933 ActSEC since October 1, 1996 (collectively, the 1934 Act"Company Public Reports"). As of their respective dates, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, Company Public Reports complied when filed in all material respects with all applicable the requirements of the applicable Act Securities Act, or the Exchange Act, as the case may be, and the rules and regulations thereunderof the SEC promulgated thereunder applicable to such Company Public Reports, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, the Company Public Reports contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made 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. True and correct copies of the No Subsidiary has, or since October 1, 1996 has had, any obligation to file any forms, reports, statements, reports and exhibits, schedules or other documents filed by BVI with the SEC since November 1, 1997 SEC. (b) The consolidated financial statements included in the "BVI SEC Reports"Company Public Reports (including any pro forma financial information contained therein) (i) have been furnished to prepared from, and are in accordance with, the Stockholders. The consolidated statements books and records of financial position the Company and the related consolidated statements of income, shareholders' equity and cash flows its Subsidiaries (including the related notes theretoii) of BVI included in the BVI SEC Reports (the "BVI Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, are in accordance with the books and records of BVI, (iii) have been prepared in accordance with GAAP 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 consistent with prior periods, 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 fairly in all material respects the consolidated financial position of BVI the Company and its subsidiaries Subsidiaries as of their respective dates, the dates thereof and the consolidated results of their operations operations, changes in stockholders equity and their cash flows for the periods presented therein. The authorized capital stock of BVI is as set forth then ended (subject, in the BVI SEC Reportscase 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. BVI (i) The Company has delivered to O&P (a) the Company's annual report on Form 10-KSB for the fiscal year ended December 31, 1995 (the "Company 10-KSB"), (b) its quarterly reports on Form 10-QSB for its fiscal quarters ended March 31, 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 (e) all of its other reports, statements, schedules and registration statements filed with the SEC Securities and Exchange Commission (the "SEC") since December 31, 1995, and all material forms, statements, reports materials incorporated therein by reference (the filings referred to in clauses (a) through (e) above and documents required delivered to be filed by it O&P prior to the date hereof under being hereinafter referred to as the "Company SEC Filings"). (ii) As of its filing date, each of such report or statement filed pursuant to the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, Exchange Act complied as amended, if applicable, complied when filed to form in all material respects with all applicable the requirements of the applicable Exchange Act and the rules and regulations thereunder, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains did not contain any untrue statement of a material fact or omits 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. True . (iii) Each such registration statement and correct copies any amendment thereto filed pursuant to the Securities Act of 1933 and the forms, statements, reports rules and documents filed by BVI with the SEC since November 1, 1997 regulations promulgated thereunder (the "BVI SEC ReportsSecurities Act") have been furnished to ), as of the Stockholders. The consolidated statements of financial position and the related consolidated statements of incomedate such statement or amendment became effective, 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 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 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 Reportsstatements therein not misleading.

SEC Filings. BVI (a) The Company has made available to Parent and Acquisition Sub accurate and complete copies of all registration statements, definitive proxy statements and other statements, reports, schedules, forms and other documents (and all amendments or supplements thereto) filed by Company with the SEC since January 27, 2000 (the "Company SEC Documents"). Except as set forth in Section 3.5 of the Company Disclosure Letter, all statements, reports, schedules, forms and other documents required to have been filed by Company with the SEC since January 27, 2000 have been so filed and in a timely manner. As of the time it was filed with the SEC all material forms(or, statementsif amended, reports and documents required to be filed supplemented or superseded by it a filing prior to the date hereof under of this Agreement, then on the date of such filing): (i) each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, Company SEC Documents complied when filed in all material respects with all the applicable requirements of the applicable Securities Act and or the rules and regulations thereunderExchange Act (as the case may be) including, without limitation, with the provisions of SOX; and (bii) 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 which, as amended, if applicable, including any financial statements or schedules included therein, contains the Company SEC Documents contained any untrue statement of a material fact or omits omitted 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"b) have been furnished Except to the Stockholders. The extent stated therein, the consolidated financial statements of financial position and the related consolidated statements of income, shareholders' equity and cash flows (including the any related notes theretonotes) of BVI included contained in the BVI Company SEC Reports Documents: (the "BVI Financial Statements"i) when filed, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto; (ii) when filed, are in accordance with the books and records of BVI, have been were prepared in accordance with GAAP applied on a basis consistent with prior periods(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 fairly in all material respects the consolidated financial position of BVI and its subsidiaries Company as of their the respective dates, dates thereof and the consolidated results of their operations and their cash flows of Company for the periods presented thereincovered 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 authorized capital stock unaudited consolidated balance sheet of BVI is the Company and its Subsidiaries as set forth of September 30, 2002 included in the BVI SEC ReportsCompany'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. BVI FLCI has filed with the SEC all material forms, statements, reports and documents required to be filed with the 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 of (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1998, (ii) its Quarterly Reports on Form 10-Q for the periods ended September 30, 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 amendments, supplements and exhibits (including, without duplication, exhibits incorporated by reference) to all such reports and registration statements (the reports referred to in subsections (i) - (v), collectively, the "FLCI SEC Reports"). The FLCI SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof under each of this Agreement, then on the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (adate of such filing) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act and the rules and regulations thereunder, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains contain any untrue statement of a material fact or omits 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. 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. BVI Parent has filed with the SEC all material forms, statements, reports and documents required to be filed with the SEC since December 31, 1998, and has heretofore made available to the Company, in the form filed with the SEC, (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 1998, (ii) its Quarterly Report on Form 10-Q for the periods ended March 31, 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) any other report or registration statements filed by it with the SEC since December 31, 1998 (collectively, the "PARENT SEC REPORTS"). The Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act (if applicable, and the Securities Exchange Act of 1934, as amended, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof under each of this Agreement, then on the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (adate of such filing) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act and the rules and regulations thereunder, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains contain any untrue statement of a material fact or omits 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. True and correct copies The financial statements of Parent, including the formsnotes thereto, statements, reports and documents filed by BVI with included in the SEC since November 1, 1997 Documents (the "BVI SEC ReportsParent Financial Statements") have been furnished to prepared in accordance with 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 published rules and regulations of the SEC with respect applicable thereto, are in accordance with the books and records of BVI, have been prepared in accordance with GAAP consistently applied on a basis consistent with prior periods, (except as may be indicated in the notes thereto) and present fairly the consolidated financial position of BVI Parent at the dates thereof and of its subsidiaries as of their respective dates, and the consolidated results of their operations and their cash flows for the periods presented thereinthen 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 authorized capital stock shares of BVI is as set forth Parent Common Stock issuable upon exercise of the options to be issued in respect of outstanding options to purchase Company Capital Stock at the BVI SEC ReportsEffective Time have been or will be registered pursuant to an effective registration statement on Form S-8.

SEC Filings. BVI (a) Parent has made available to the Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC on or after July 1, 1999 and prior to the date of this Agreement (the "Parent SEC Reports"), which are all material the forms, statements, reports and documents required to be filed by it Parent with the SEC since such date. The Parent SEC Reports (i) were prepared 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 hereof under each of this Agreement then on the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (adate of such filing) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act and the rules and regulations thereunder, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains contain any untrue statement of a material fact or omits 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. True and correct copies None of the forms, statements, Parent's subsidiaries is required to file any reports and or other documents filed by BVI with the SEC since November 1SEC. (b) Each set of consolidated financial statements (including, 1997 (the "BVI SEC Reports") have been furnished to the Stockholders. The consolidated statements of financial position and the related consolidated statements of incomein each case, shareholders' equity and cash flows (including the any related notes thereto) of BVI included contained in the BVI Parent 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 was prepared in accordance with GAAP applied on a consistent basis consistent with prior periodsthroughout 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 present each fairly presents in all material respects the consolidated financial position of BVI Parent and its subsidiaries as of their at the respective dates, dates thereof and the consolidated results of their its operations and their cash flows for the periods presented therein. The authorized capital stock of BVI is as set forth 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 the BVI SEC Reportsamount.

SEC Filings. BVI (a) Ramsay has delivered to the Company ----------- (i) Ramsay's annual report on Form 10-K for the fiscal year ended June 30, 0000 (xxx "Xxxxxx 00-X"), (xx) its quarterly reports on Form 10-Q for the periods ended September 30, 1996, December 31, 1996 and Xxxxx 00, 0000, (xxx) its proxy or information statements and additional soliciting materials required to be filed 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 material formsof its other reports, statements, reports schedules and documents required 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 be filed by it in clauses (i) through (v) above and delivered to the Company prior to the date hereof under being hereinafter referred to as the "Ramsay SEC Filings"). (b) As of its filing date, each such report or statement filed pursuant to the Securities Exchange Act of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which1934, as amended, if applicableamended (the "Exchange Act"), complied when filed as to form in all material respects with all applicable the requirements of the applicable Exchange Act and the rules and regulations thereunder, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains did not contain any untrue statement of a material fact or omits 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. True . (c) Each such registration statement and correct copies any amendment thereto filed pursuant to the Securities Act of the forms1933, statements, reports and documents filed by BVI with the SEC since November 1, 1997 as amended (the "BVI SEC ReportsSecurities Act") have been furnished to ), as of the Stockholders. The consolidated statements of financial position and the related consolidated statements of incomedate such statement or amendment became effective, 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 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 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 Reportsstatements therein not misleading.

SEC Filings. BVI (a) Lucent has made available to Alcatel (i) its annual reports on Form 10-K for its fiscal years ended September 30, 2003, 2004 and 2005, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended after September 30, 2005, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of Lucent held since September 30, 2004, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC all material formssince September 30, statements2005 (the documents referred to in this Section 3.07(a) being referred to in this Agreement collectively as the "LUCENT SEC DOCUMENTS"). (b) As of its filing date or, reports and documents required to be filed by it if amended prior to the date hereof under each of this Agreement, as of the 1933 Actdate of the last such amendment prior to the date of this Agreement, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, each Lucent SEC Document complied as amended, if applicable, complied when filed to form in all material respects with all the applicable requirements of the applicable Exchange Act, the 1933 Act and the rules and regulations thereunderSarbanes-Oxley Act of 2002 (the "SARBANES-OXLEY ACT"). (x) Xx xx xxx filing date, and (b) none or, if xxxxxxx xxxxx to the date of whichthis Agreement, as amendedof the date of the last such amendment prior to the date of this Agreement, if applicable, including any financial statements or schedules included therein, contains each Lucent SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omits 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. True and correct copies of the forms. (d) Each registration statement constituting a Lucent SEC Document, statementsas amended or supplemented, reports and documents if applicable, filed by BVI with the SEC since November 1, 1997 (the "BVI SEC Reports") have been furnished by Lucent pursuant to the Stockholders. The consolidated 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 position and the related consolidated statements of incomein conformity with United States generally accepted accounting principles ("US GAAP"), shareholders' equity and cash flows consistently applied, (including the related notes theretoii) 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, that transactions are executed only in accordance with the books authorization of management and records (iii) regarding prevention or timely detection of BVIthe 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 prepared made aware of (A) any material weakness in accordance with GAAP applied on 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 basis consistent with prior periodsrole 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 present fairly 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 consolidated financial position Chief Executive Officer and Chief Financial Officer of BVI and its subsidiaries as of their respective dates, and Lucent to make the consolidated results of their operations and their cash flows for certifications required under the periods presented therein. The authorized capital stock of BVI is as set forth in the BVI SEC ReportsExchange Act with respect to such reports.

SEC Filings. BVI (a) The Company has timely filed with the SEC and (except for preliminary materials) made available to Parent all material formsreports, statements, reports registration statements and other documents (including all exhibits thereto) filed or required to be filed by it prior the Company with the Securities Exchange Commission (the "SEC") (such reports, registration statements and other documents being referred to herein collectively as the date hereof under each "Company SEC Filings"), including without limitation, (i) the Company's Registration Statement on Form S-1 dated July 2, 1997, (ii) the Annual Report of the 1933 ActCompany on Form 10-K for the year ended 1997, (iii) the Quarterly Reports of the Company on Form 10-Q for the three months ended March 31, 1998 and June 30, 1998, and (iv) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the 1934 Actshareholders of the Company. The Company SEC Filings, and the respective rules and regulations thereunderincluding, without limitation, any financial statements or schedules including therein or incorporated therein by reference, (ai) all of which, as amended, if applicableat the time filed, complied when filed in all material respects with all applicable requirements of the applicable 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 thereunder, and (bii) none of whichdid not, as amendedat the time they were filed (or, if applicableamended or superseded by a filing prior to the date hereof, including any financial statements or schedules included therein, contains then on the date of such later filing) contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein in such Company SEC Filings or necessary in order to make the statements made thereinin such Company SEC Filings, in the light of the circumstances under which they were made, not misleading. True and correct copies of the No Subsidiary is, or has been, required to file any forms, statements, reports and or other 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 ReportsSEC.

SEC Filings. BVI Purchaser has filed with the SEC all material forms, statements, reports and documents required to be filed with the SEC since January 1, 2000 and has made available to Seller, in the form filed with the SEC, (i) its annual report on Form 10-K for the fiscal years ended December 31, 2000, 2001 and 2002, (ii) its quarterly report on Form 10-Q for the period ended March 31, 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 it prior Purchaser with the SEC since January 1, 2000, and (v) all amendments and supplements to all such reports, proxy statements and registration statements filed by Purchaser with the date hereof under each SEC. All such required forms, reports and documents (including those enumerated in clauses (i) through (v) of the 1933 Actpreceding sentence) are referred to herein as the "Purchaser SEC Reports." As of their respective dates, the 1934 Act, and Purchaser SEC Reports (i) were prepared in accordance with the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable 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 thereunderof the SEC thereunder applicable to such Purchaser SEC Reports, and (bii) none did not at the time they were filed (or if amended or superseded by a filing prior to the date of whichthis Agreement, as amended, if applicable, including any financial statements or schedules included therein, contains then on the date of such filing) contain any untrue statement of a material fact or omits 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. True and correct copies None of the Purchaser's subsidiaries is required to file any forms, statements, reports and or other 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 ReportsSEC.

SEC Filings. BVI SNET has filed with the SEC all material forms, statements, reports and documents required to be filed with the SEC since January 1, 1993 and has delivered to WB true and complete copies of its (i) Annual Report foreclosure Form 10-K for the years ended December 31, 1995, December 31, 1994 and December 31, 1993, as filed with the SEC; (ii) proxy statements relating to all of SNET's meetings of stockholders (whether annual or special) since September 30, 1993; and (iii) all other reports, statements and registration statements (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed by it prior to SNET with the date hereof under each of the 1933 ActSEC since September 30, 1993 (collectively, the 1934 Act"SEC Filings"). As of their respective dates, the SEC Filings (including all exhibits and the respective rules schedules thereto and regulations thereunderdocuments incorporated by reference therein), (a) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act and the rules and regulations thereunder, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains did not contain any untrue statement of a material fact or omits 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. True The financial statements of SNET and correct copies of the forms, statements, reports and documents filed its subsidiaries included or incorporated by BVI with reference in 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 Filings (including the related notes theretoand schedules) 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 generally accepted accounting principles applied on a consistent basis consistent with prior periodsduring the periods involved (except as may be indicated in the notes thereto) and fairly present the 16 consolidated assets, liabilities and present fairly the consolidated financial position of BVI SNET and its consolidated subsidiaries as of their respective dates, the dates thereof and the consolidated results of their operations and their cash flows changes in financial position for the periods presented therein. The authorized capital stock of BVI is as set forth then ended (subject, in the BVI SEC Reportscase of any unaudited interim financial statements, to normal year-end adjustments).

SEC Filings. BVI (a) Prior to the execution of this Agreement, the Company has timely filed with the SEC and has delivered or made available to Acquiror complete and accurate copies of all material forms, statementsreports, 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 with the United States Securities and Exchange Commission (the "SEC") prior to the date hereof under each of the 1933 ActEffective Date, collectively, the 1934 Act"Company Public Reports"), including without limitation (i) the Company's Annual Reports on Form 10-K for the years ended December 31, 1996, 1995 and the respective rules and regulations thereunder, (a) all of which1994, as amended, if applicableas filed under the Exchange Act with the SEC, complied when filed (ii) all Company proxy statements and annual reports to shareholders used in all material respects connection with all applicable requirements meetings of Company shareholders held since January 1, 1995, (iii) the applicable Act Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and the rules and regulations thereunderSeptember 30, and (b) none of which1997, as amendedfiled under the Exchange Act with the SEC. As of their respective dates, if applicable, including any financial statements or schedules included therein, contains the Company Public Reports (x) did not contain any untrue statement of a material fact or omits 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. True misleading and correct copies (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, statementsreports, reports and or other documents filed by BVI with the SEC since November 1, 1997 SEC. (b) The financial statements of the "BVI SEC Reports"Company (including any footnotes thereto) contained in the Company Public Reports have been furnished to prepared from, and are in accordance with, the Stockholders. The books and records of the Company and its consolidated statements 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 related consolidated statements results of incomeoperations, changes in 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 Company and its subsidiaries as of their respective dates, and the consolidated results of their operations and their cash flows (if any) for the periods presented therein. The authorized capital stock of BVI is as set forth in the BVI SEC Reportsthen ended, except that any unaudited financial statements contained therein are subject to normal and recurring year-end adjustments.

SEC Filings. BVI 3.4.1 Parent has made available to the Company true and complete copies of each report, registration statement (on a form other than Form S-8) and definitive proxy statement (in each case excluding copies of exhibits) filed by Parent with the SEC all material formsbetween December 31, statements, reports 1998 and documents required to be filed by it prior the Agreement Date pursuant to the date hereof under each of the 1933 Act, Act or the 1934 Act, including without limitation the Parent 1998 10-K (collectively, the "Parent SEC Documents"). As of the time it was filed with the Securities and Exchange Commission (the respective rules and regulations thereunder, "SEC") (a) all of which, as amendedor, if applicableamended or superseded by a subsequent filing prior to the Agreement Date, then on the date of such subsequent filing): (i) each of the Parent SEC Documents complied when filed in all material respects with all the applicable requirements of the applicable Securities Act and of 1933, as amended (the rules and regulations thereunder"1933 Act") or the Securities Exchange Act of 1934, as amended (the "1934 Act") (as the case may be); and (bii) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains the Parent SEC Documents contained any untrue statement of a material fact or omits omitted 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. . 3.4.2 The consolidated financial statements of financial position and the related consolidated statements of income, shareholders' equity and cash flows (including the any related notes theretonotes) of BVI included contained in the BVI Parent SEC Reports Documents: (the "BVI Financial Statements"i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, are in accordance with the books and records of BVI, have been ; (ii) were prepared in accordance conformity with GAAP applied on a consistent basis consistent with prior periodsthroughout 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 fairly the consolidated financial position of BVI Parent and its subsidiaries as of their the respective dates, dates thereof and the consolidated results of their operations and their cash flows of Parent and its subsidiaries for the periods presented therein. The authorized capital stock of BVI is as set forth in the BVI SEC Reportscovered thereby.

SEC Filings. BVI (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 with April 28, 2000 (the SEC "Form 10-K"), (iv) its quarterly report on Form 10-Q for the quarter ended March 31, 2000 and (v) all material other forms, statementsreports, 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 hereof under of this Agreement, then on the date of such filing): (i) each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, Company SEC Documents complied when filed or will comply in all material respects with all the applicable requirements of the applicable Securities Act or the Exchange Act (as the case may be) and the rules and regulations promulgated thereunder, ; and (bii) none of which, as amended, if applicable, including any financial statements the Company SEC Documents contained or schedules included therein, contains will contain any untrue statement of a material fact or omits 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. 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. BVI Since August 8, 2013, the Partnership has timely filed with the SEC all material reports, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, forms, statements, reports schedules and documents statements required to be filed or furnished by it the Partnership under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act (collectively, the “SEC Documents”). The SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “SEC Financial Statements”), at the time filed (in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed SEC Document filed prior to the date hereof under each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, this Agreement) (a) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act and the rules and regulations thereunder, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains did not contain any untrue statement of a material fact or omits 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. True misleading 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"b) complied as to form in all material respects with the applicable accounting requirements of the Exchange Act and the rules and regulations of Securities Act, as the case may be. The SEC with respect thereto, are in accordance with the books and records of BVI, have been Financial Statements were prepared in accordance with GAAP applied on a consistent basis consistent with prior periodsduring 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 fairly in all material respects the consolidated financial position and status of BVI and its subsidiaries the business of the Partnership as of their respective dates, the dates thereof and the consolidated results of their its operations and their cash flows for the periods presented therein. The authorized capital stock of BVI is as set forth then ended (subject in the BVI SEC Reportscase of unaudited statements, to normal, recurring and year-end audit adjustments).

SEC Filings. BVI (a) Since January 1, 1996, Purchaser has filed with the SEC 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 prior to the date hereof under each of the 1933 ActSecurities Act of 1933, as amended, the 1934 ActSecurities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, which complied when filed in all material respects with all applicable requirements of the applicable Act appropriate act and the rules and regulations thereunder. (b) Purchaser has previously made available or delivered to the Company copies of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1998, and for each of the two immediately preceding fiscal years, as 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 S-8) (the documents referred to in clauses (a), (b) none of which, as amended, if applicableand (c), including the exhibits filed therewith, collectively referred to as the "Purchaser SEC Reports"). There have been no actions by written consent in lieu of a stockholders' meeting since January 1998. (c) As of their respective dates, the Purchaser SEC Reports, and as of the effective date of any financial statements registration statement as amended or schedules included thereinsupplemented filed by Purchaser, contains did not contain any untrue statement of any material fact or omits 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. 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 financial 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 Purchaser 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 were prepared in accordance with the books of account and other financial records of BVIPurchaser, 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 consistent with prior periods, past practices and present fairly include all adjustments that are necessary for a fair presentation of the consolidated financial position condition of BVI Purchaser and its subsidiaries results of operation as of their respective dates, and the consolidated results of their operations and their cash flows dates thereof or for the periods presented therein. The authorized capital stock of BVI is as set forth in the BVI SEC Reportscovered thereby.

SEC Filings. BVI SportsLine has previously made available to the DWWC copies of the following reports filed by SportsLine with the SEC: (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (the "10-K"), (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 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 (iv) all other reports, proxy statements or other reports filed by SportsLine with the SEC all material formspursuant to Sections 13, 14 or 15(d) of the Exchange since January 1, 1999 (collectively, such reports and proxy statements, reports together with the 10-K, the 10-Qs and documents required the Proxy Statement are referred to be filed by it prior to as the "SEC Filings"). As of the date hereof under of filing, each SEC Filing (i) complied (and, with respect to SEC Filings filed after the Agreement Date, such SEC Filings will comply as of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (adate of filing) all of which, as amended, if applicable, complied when filed in all material respects with all applicable the requirements of the applicable Securities Act and the Exchange Act, as applicable, and the rules and regulations thereunder, of the SEC thereunder applicable to such SEC Filings and (bii) none did not contain (and, with respect to SEC Filings filed after the Agreement Date, will not contain as of which, as amended, if applicable, including any financial statements or schedules included therein, contains the date of filing) any untrue statement of a material fact or omits 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. True The audited consolidated financial statements 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 unaudited interim financial statements of financial position and the related consolidated statements of income, shareholders' equity and cash flows (including the related notes thereto) of BVI SportsLine included in the BVI SEC Reports Filings (collectively, 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 were prepared in accordance with GAAP applied on a basis consistent (except as may be indicated therein or in the notes thereto and except with prior periods, respect to unaudited statements as permitted by Form 10-Q) and fairly present fairly in all material respects the consolidated financial position of BVI and its subsidiaries SportsLine as of their the respective dates, and dates thereof or the consolidated results of their operations and their cash flows for the respective periods presented therein. The authorized capital stock of BVI is then ended, as set forth the case may be, subject, in the BVI SEC Reportscase 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. BVI (a) Lucent has made available to Alcatel (i) its annual reports on Form 10-K for its fiscal years ended September 30, 2003, 2004 and 2005, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended after September 30, 2005, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of Lucent held since September 30, 2004, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC all material formssince September 30, statements2005 (the documents referred to in this Section 3.07(a) being referred to in this Agreement collectively as the "Lucent SEC Documents"). (b) As of its filing date or, reports and documents required to be filed by it if amended prior to the date hereof under each of this Agreement, as of the 1933 Actdate of the last such amendment prior to the date of this Agreement, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, each Lucent SEC Document complied as amended, if applicable, complied when filed to form in all material respects with all the applicable requirements of the applicable Exchange Act, the 1933 Act and the rules and regulations thereunderXxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"). (c) As of its filing date, and (b) none or, if amended prior to the date of whichthis Agreement, as amendedof the date of the last such amendment prior to the date of this Agreement, if applicable, including any financial statements or schedules included therein, contains each Lucent SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omits 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. True and correct copies of the forms. (d) Each registration statement constituting a Lucent SEC Document, statementsas amended or supplemented, reports and documents if applicable, filed by BVI with the SEC since November 1, 1997 (the "BVI SEC Reports") have been furnished by Lucent pursuant to the Stockholders. The consolidated 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 position and the related consolidated statements of incomein conformity with United States generally accepted accounting principles ("US GAAP"), shareholders' equity and cash flows consistently applied, (including the related notes theretoii) 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, that transactions are executed only in accordance with the books authorization of management and records (iii) regarding prevention or timely detection of BVIthe 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 prepared made aware of (A) any material weakness in accordance with GAAP applied on 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 basis consistent with prior periodsrole 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 present fairly 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 consolidated financial position Chief Executive Officer and Chief Financial Officer of BVI and its subsidiaries as of their respective dates, and Lucent to make the consolidated results of their operations and their cash flows for certifications required under the periods presented therein. The authorized capital stock of BVI is as set forth in the BVI SEC ReportsExchange Act with respect to such reports.

SEC Filings. BVI (a) The Company has made available to Parent and Acquisition Sub, or the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC contains in a publicly available format, accurate and complete copies of all registration statements, definitive proxy statements and other statements, reports, schedules, 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 material forms, statements, reports reports, schedules, forms and other documents required to be have been filed or furnished by Company with the SEC since January 1, 2007 have been so filed or furnished and in a timely manner. Except as set forth in Section 2.5 of the Company Disclosure Letter, as of the time it was filed with or furnished to the SEC (or, if amended, supplemented or superseded by a filing prior to the date hereof under of this Agreement, then on the date of such filing): (i) each of the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (a) all of which, as amended, if applicable, Company SEC Documents complied when filed in all material respects with all the applicable requirements of the applicable Securities Act and or the rules and regulations thereunderExchange Act (as the case may be) including, without limitation, with the provisions of SOX; and (bii) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains the Company SEC Documents contained any untrue statement of a material fact or omits omitted 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 Each of the formscertifications 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, statementsthe “Company Certifications”) was accurate and complete, reports and documents complied as to form and content with all applicable Law in effect at the time such Company Certification was filed by BVI with the SEC since November 1, 1997 (the "BVI SEC Reports") have been or furnished to the StockholdersSEC. (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 consolidated 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 of financial position and the related consolidated statements of income, shareholders' equity and cash flows (including the any related notes theretonotes) of BVI included contained or incorporated by reference in the BVI Company SEC Reports Documents: (the "BVI Financial Statements"i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, are in accordance with the books and records of BVI, have been ; (ii) were prepared in accordance with GAAP applied on a consistent basis consistent with prior periodsthroughout 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 fairly in all material respects the consolidated financial position of BVI and its subsidiaries Company as of their the respective dates, dates thereof and the consolidated results of their operations and their cash flows of Company for the periods presented thereincovered thereby. The authorized capital stock unaudited balance sheet of BVI 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 BVI 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 Reportsthereunder 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. BVI Parent has filed all forms, reports and documents (and amendments thereto) required to be filed with the SEC all material formssince December31, statements1998 (collectively, reports the PARENT SEC REPORTS), and documents required has heretofore made available to be the Company, in the form filed with the SEC, (i)its Annual Report on Form10-K for the fiscal year ended December31, 1998, (ii)its Quarterly Report on Form10-Q for the periods ended March31, 1999, June 30, 1999 and September30, 1999, (iii)the proxy statement relating to Parents annual meeting of stockholders held on May24, 1999, and (iv) its Current Reports on Form 8-K dated July 15, 1999, August 16, 1999 and October 14, 1999. The Parent SEC Reports (i)were prepared in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and (ii)did not at the time they were filed (or if amended or superseded by it a filing prior to the date hereof under each of this Agreement, then on the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (adate of such filing) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act and the rules and regulations thereunder, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains contain any untrue statement of a material fact or omits 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. True and correct copies of The financial statements contained in the forms, statements, reports and documents filed by BVI with the SEC since November 1, 1997 (the "BVI Parent 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"i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect applicable thereto, are in accordance with the books and records of BVI, have been ; (ii) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis consistent with prior periodsthroughout 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 present except that unaudited financial statements are subject to year-end audit adjustments); and (iii) fairly presented the consolidated financial position of BVI Parent and its subsidiaries as of their the respective dates, dates thereof and the consolidated results of their operations operations, stockholders equity and their cash flows of Parent and its subsidiaries for the periods presented therein. The authorized capital stock of BVI is as set forth in the BVI SEC Reportscovered thereby.

SEC Filings. BVI Parent has filed with the SEC all material forms, statements, reports and documents required to be filed with the SEC since December 31, 1997, and has heretofore made available to the Company, in the form filed with the SEC, (i) its Annual Report on Form 10-K for the fiscal year ended January 3, 1999, (ii) its Quarterly Report on Form 10-Q for the periods ended March 31, 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) 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 report or registration statements filed by it with the SEC since December 31, 1997 (collectively, the "Parent SEC Reports"). The Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act, and the Securities Exchange Act of 1934, as amended, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof under each of this Agreement, then on the 1933 Act, the 1934 Act, and the respective rules and regulations thereunder, (adate of such filing) all of which, as amended, if applicable, complied when filed in all material respects with all applicable requirements of the applicable Act and the rules and regulations thereunder, and (b) none of which, as amended, if applicable, including any financial statements or schedules included therein, contains contain any untrue statement of a material fact or omits 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. True and correct copies The financial statements of Parent, including the formsnotes thereto, statements, reports and documents filed by BVI with included in the SEC since November 1, 1997 Documents (the "BVI SEC ReportsParent Financial Statements") have been furnished to prepared in accordance with 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 published rules and regulations of the SEC with respect applicable thereto, are in accordance with the books and records of BVI, have been prepared in accordance with GAAP consistently applied on a basis consistent with prior periods, (except as may be indicated in the notes thereto) and present fairly the consolidated financial position of BVI Parent at the dates thereof and of 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 then ended (subject, in the BVI SEC Reportscase 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. BVI has Each report, registration statement and definitive proxy statement filed by the Company with the SEC all material forms, statements, reports Securities and documents required to be filed by it prior to Exchange Commission (the date hereof under each of “SEC,” and the 1933 Actdocuments, the 1934 Act“Company SEC Documents”) since January 1, and the respective rules and regulations thereunder, 2022: (ai) all of which, complied as amended, if applicable, complied when filed to form in all material respects with all applicable requirements of the applicable Act and the published rules and regulations thereunder, of the SEC applicable thereto and was timely filed; (bii) none the information contained therein as of which, as amended, if applicable, including any financial statements or schedules included therein, contains any the respective dates thereof did not contain an untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, therein in the light of the circumstances under which they were made, made not misleading. True and correct copies of ; (iii) 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 financial 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 contained therein were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis consistent with prior periodsthroughout 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 fairly the consolidated financial position of BVI the Company and its subsidiaries as of their the respective dates, dates thereof and the consolidated results of their operations and their cash flows and the changes in stockholders’ equity of the Company and its subsidiaries for the periods presented thereincovered thereby. The authorized capital stock of BVI is Except as set forth in the BVI financial statements included in the Company SEC ReportsDocuments 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.