Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In addition, the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company Buyer has filed with the SEC, and has heretofore made available to Purchaser, the Shareholders true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 1999 under the Securities Exchange Act of 1934 (the "Exchange Act") or the Securities Act. In additionAct (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "Buyer SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company The Buyer SEC Documents, including without limitation any financial statements or and schedules included therein: , at the time filed, (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The financial statements of Buyer included in the Company Buyer SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments not material in amount)adjustments) the consolidated financial position of Buyer and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company Acquiror has filed with the SEC, and has heretofore made available to Purchaser, MailKey true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In additionAct since April 1, 2001, including the Form S-8 Registration Statement (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "Acquiror SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Acquiror SEC Documents, including any financial statements or schedules included therein: therein (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The S-8 Registration Statement was filed with the SEC on September 24, 2003, and is currently effective and has been effective at all times since such date. Each of the financial statements included in the Company Acquiror SEC Documents have been prepared from, and are in accordance with, the books and records of the CompanyAcquiror, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position positions and the results of operations and cash flows of the Company Acquiror as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Purchaser, the Company true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In additionAct (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents, including any financial statements or schedules included therein: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the CompanyParent, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position positions and the results of operations and cash flows of the Company Parent as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedules, statements and schedules and made all other documents filings (the "SEC Reports") with the SEC required to be filed by it under pursuant to the federal securities laws and the SEC rules and regulations thereunder since February 2, 2002. The SEC Reports, as well as all forms, reports, statements, schedules and other documents to be filed by the Company with the SEC after date hereof and prior to the Effective Time (the "Future SEC Reports") (i) were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or and the Securities Act. In additionpublished rules and regulations of the SEC thereunder, the Company has incorporated by reference into this Agreement the Company each as applicable to such SEC Documents. As of their respective dates or, if amended, Reports and such later filed Future SEC Reports and (ii) did not and will not as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein: (i) did not time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were and will be made, not misleading; and (ii) complied in all material respects with . No Subsidiary of the applicable Company is subject to the periodic reporting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations . As of the SEC thereunder. Each of date hereof, there are no material unresolved comments issued by the financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations staff of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows to any of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)SEC Reports.

SEC Reports and Financial Statements. The Company Buyer has timely filed with the SEC, and has heretofore made available to Purchaser, Seller and GST true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act and the Exchange Act on or after January 1, 1995 (as such documents have been amended or supplemented since the Securities Act. In additiontime of their filing and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, collectively, the Company has incorporated by reference into this Agreement "Buyer SEC Reports"). At the Company SEC Documents. As time of their respective dates or, if amended, as of the date of the last such amendmentfiling, the Company Buyer SEC Documents, Reports (including any financial statements or schedules included therein: ) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Securities Act and the Securities Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including the related notes) of Buyer included in the Company Buyer SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Reports have been 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) and fairly present in all material respects the financial position of Buyer and the results of operations and cash flows of the Company its subsidiaries as of the dates thereof or and the results of their operations and changes in financial position for the periods presented therein (then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein (which will not be material individually or in amountthe aggregate).

SEC Reports and Financial Statements. (a) The Company has filed (or furnished, as applicable) with the SEC, and has heretofore made available to Purchaser, true and complete copies of SEC all forms, reports, schedules, statements registration statements, proxy statements, certifications and other documents required to be filed (or furnished, as applicable) by it under the Company or its directors and executive officers (in their capacity as such) with the SEC since June 1, 2003 (as they have been amended since the time of their filing, and including any documents filed as exhibits, annexes or schedules thereto, collectively, the “Company SEC Reports”) and complete and correct copies of all such Company SEC Reports are available to Parent through public sources. As of their respective dates, the Company SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (and the rules and regulations of the SEC promulgated thereunder) (the “Securities Act. In addition”) applicable, as the case may be, to such Company has incorporated by reference into this Agreement SEC Reports, and none of the Company SEC Documents. As Reports so filed or furnished or that will be filed or furnished subsequent to the date of their respective dates or, if amendedthis Agreement contained or will contain, as of the date of filing and of any amendment or supplement and, in the last such amendmentcase of any proxy statement, at the Company SEC Documentsdate mailed to shareholders and at the date of the meeting, including any financial statements or schedules included therein: (i) did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; . As of their respective dates, the financial statements (including all related notes and (iischedules) of the Company included in the Company SEC Reports complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the dates thereof or for the periods presented therein (subjecttherein. The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, in documents or other instruments which previously had been filed by the case of unaudited statements, Company with the SEC pursuant to normal year-end audit adjustments not material in amount)the Securities Act or the Exchange Act.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of SEC all forms, reports, schedules, statements exhibits and other documents that it has been required to be filed by it under file (collectively, including all exhibits thereto, the "Company SEC Reports"), each of which complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act or and the Securities Actrelated SEC rules and regulations in effect on the date that it was filed with the SEC. In addition, the Company has incorporated by reference into this Agreement None of the Company SEC Documents. As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC DocumentsReports, including any financial statements or schedules included therein: or incorporated by reference in the Company SEC Reports, contained, as of their respective dates of filing (i) did not contain and, if amended or superseded by a filing prior to the date of this Agreement or of the Closing Date, then on the date of such filing), any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or incorporated by reference or necessary in order to make the statements made contained therein, in light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects . No Subsidiary is required to file any forms, reports or other documents with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunderSEC. Each of the The consolidated financial statements of Company included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply Reports complied as to form in all material respects with applicable accounting requirements and with the relevant published rules and regulations of the SEC and present fairly, in conformity with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in otherwise noted therein), the notes thereto) and fairly present the consolidated financial position of Company and its consolidated Subsidiaries as of the dates indicated and their consolidated results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments not material in amountand to the lack of footnotes and other presentation items).

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to PurchaserParent, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act. In addition") (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents, including including, without limitation, any financial statements or schedules included therein: therein (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents (the "Financial Statements") have been prepared from, and are in accordance with, the books and records of the CompanyCompany and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the dates thereof or times and for the periods presented therein (subject, in the case of unaudited statements, referred to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Purchaserthe Company, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1996, under the Exchange Act or the Securities Act. In additionAct (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "Parent SEC Documents"). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company Parent SEC Documents, including including, without limitation, any financial statements or schedules included therein: therein (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements included in the Company Parent SEC Documents (the "Parent Financial Statements") (i) have been prepared from, and are in accordance with, the books and records of the CompanyParent and its consolidated Subsidiaries, (ii) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Parent and its consolidated Subsidiaries as of the dates thereof or times and for the periods presented therein (subject, in the case of unaudited statements, referred to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In addition, the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company has ------------------------------------ filed with the SEC, and has heretofore made available to PurchaserParent, true and complete copies of all formsof, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In addition, the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates or, if amended, as of the date of the last such amendmentamendment filed prior to the date hereof, the Company SEC Documents, including including, without limitation, any financial statements or schedules included therein: therein (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company SEC Documents The Financial Statements have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods period involved (except as may be indicated stated in the notes thereto) and fairly present the consolidated financial position and the results of operations and cash flows (and changes in financial position, if any) of the Company as of the dates thereof or times and for the periods presented therein (subject, in the case of unaudited statements, referred to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to PurchaserParent, true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Securities Act of 1933, as amended (the "SECURITIES ACT") or the Exchange Act or the Securities Act. In addition(collectively, the Company has incorporated by reference into this Agreement the Company "COMPANY SEC DocumentsDOCUMENTS"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including including, without limitation, any financial statements or schedules included therein: therein (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the CompanyCompany and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates thereof or and for the respective periods presented therein (subject, in indicated therein. None of the case subsidiaries of unaudited statements, the Company is subject to normal year-end audit adjustments not material in amount)the informational reporting requirements of Section 13 of the Exchange Act.

SEC Reports and Financial Statements. The Company Corporation has filed with the Securities and Exchange Commission ("SEC"), and has heretofore made available to Purchaserthe Purchasers, true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it the Corporation under the Securities Exchange Act or of 1934 (the Securities "Exchange Act. In addition") (such forms, the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates orreports, if amendedschedules, as of the date of the last such amendment, the Company SEC Documentsstatements and other documents, including any financial statements or schedules included therein: herein, are referred to as the "Corporation SEC Documents"). The Corporation SEC Documents, at the time filed, (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each The financial statements of the financial statements Corporation included in the Company Corporation SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments not material in amount)adjustments, none of which will be material) the consolidated financial position of the Corporation and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In addition, the Company has incorporated by reference into this Agreement Agreement, its Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2005, its Current Reports on Form 8-K dated August 11, 2005 and July 21, 2005, and its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 (as such documents have been amended since the date of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Purchaser, Parent true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 1994, under the Exchange Act or the Securities Act of 1933 (the "Securities Act. In addition") (such forms, the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates orreports, if amendedschedules, as of the date of the last such amendment, the Company SEC Documentsstatements and other documents, including any financial statements or schedules included therein: , are referred to as the "Company SEC Documents"). The Company SEC Documents, at the time filed, (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each Except to the extent revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof) or by the Company's annual earnings press release dated April 1, 1997, the Company SEC Documents and such press release, considered as a whole as of their date, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that the foregoing does not cover future events resulting from public announcement of the Offer and the Merger). The financial statements of the Company included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).have

SEC Reports and Financial Statements. The Company has ------------------------------------ filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of SEC all forms, reports, schedules, statements and other documents required to be filed by it since August 21, 1996 under the Exchange Act or (as such documents have been amended since the Securities Act. In additiontime of their filing, collectively, the Company has incorporated by reference into this Agreement the "Company SEC Documents"). As of their respective dates orand, if amended, as of the date of the last such amendment, the Company SEC Documents, including including, without limitation, any financial statements or schedules included therein: (i) therein did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects . None of the Subsidiaries is required to file any forms, reports or other documents with the applicable requirements SEC pursuant to Section 12 or 15 of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations . The financial statements of the SEC thereunder. Each of Company (the financial statements "1998 Financial Statements") included in the Company SEC Documents Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (including the related notes thereto) (the "1997 Form 10-K") and in the quarterly reports on Form 10-Q for the three fiscal quarters occurring since the 1997 Form 10-K, have been prepared from, and are in accordance with, the books and records of the CompanyCompany and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and subject, in the case of unaudited interim financial statements, to normal year-end adjustments) and fairly present the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of at the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to PurchaserParent, true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act or the Securities Act. In addition(collectively, the Company has incorporated by reference into this Agreement the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including including, without limitation, any financial statements or schedules included therein: therein (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the CompanyCompany and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates thereof or and for the respective periods presented therein (subject, in indicated therein. None of the case subsidiaries of unaudited statements, the Company is subject to normal year-end audit adjustments not material in amount)the informational reporting requirements of Section 13 of the Exchange Act.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In addition, the Company has incorporated by reference into this Agreement Agreement, its Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2005, its Current Reports on Form 8-K dated January 30, 2006, December 26, 2004, June 23 and June 24, 2005, and its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 (as such documents have been amended since the date of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company Buyer has filed with the SEC, and has heretofore made available to Purchaser, the Shareholders true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 2000 under the Securities Exchange Act of 1934 (the "Exchange Act") or the Securities Act. In additionAct (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "Buyer SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company The Buyer SEC Documents, including without limitation any financial statements or and schedules included therein: , at the time filed, (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The financial statements of Buyer included in the Company Buyer SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments not material in amount)adjustments) the consolidated financial position of Buyer and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company nStor has filed with the SEC, and has heretofore made available to Purchaser, the Company true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it since August 1997, under the Exchange Act or the Securities Act. In addition33 Act (such forms, the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates orreports, if amendedschedules, as of the date of the last such amendment, the Company SEC Documentsstatements and other documents, including any financial statements or schedules included therein: , are referred to as the "nSTOR SEC DOCUMENTS"). The nStor SEC Documents, at the time filed, (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities 33 Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The financial statements of nStor included in the Company nStor SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Forms 10-Q and 8-K of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of the nStor as at the dates thereof and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)then ended.

SEC Reports and Financial Statements. The Since January 1, 2004, the Company has filed with the Securities and Exchange Commission (the "SEC, and has heretofore made available to Purchaser, true and complete copies of ") all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as such documents have been amended or supplemented since the Securities Act. In additiontime of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (including without limitation, including any financial statements or schedules included therein: ) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. Each of the consolidated financial statements included in the Company SEC Documents have Reports has been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company as of at the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Since January 1, 2009, the Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of or furnished all forms, reports, schedules, statements and other documents reports required to be filed or furnished by it under with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or and the Securities Act of 1933, as amended (the “Securities Act. In addition”) (as such documents have been amended since the date of their filing, collectively, the Company has incorporated by reference into this Agreement the “Company SEC Documents”). As The Company SEC Documents, as of their respective dates orfiling dates, or if amended, as of the date of the last such amendment, did not, to the Company SEC DocumentsKnowledge of the Company, including any financial statements or schedules included therein: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; . The audited consolidated financial statements and (ii) complied in all material respects with the applicable requirements unaudited consolidated interim financial statements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements Company included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply fairly present in all material respects with applicable accounting requirements and with the published rules and regulations consolidated financial position of the SEC Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and other adjustments described therein, including in the notes thereto) in conformity with respect theretoGAAP (except, have been prepared in accordance with generally accepted accounting principles the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company LSi has filed with the SEC, and has heretofore made available to Purchaser, true Tickxxx.xxx xxxe and complete copies of of, all forms, reports, schedules, statements statements, and other documents required to be filed by it since October, 1994, under the Exchange Act or the Securities Act. In addition, Act (as such documents have been amended since the Company has incorporated by reference into this Agreement the Company SEC Documents. As time of their respective dates orfiling, if amended, as of and including any such documents filed subsequent to the date of the last such amendmentthis Agreement, collectively, the Company "LSi SEC Documents"). The LSi SEC Documents, including without limitation any financial statements or and schedules included therein: in such documents, at the time filed (ithe "LSi Financial Statements") (subject to and taking into account any and all amendments filed thereto, as of, or prior to, the date of this Agreement), (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made thereinin such documents, in light of the circumstances under which they were made, not misleading; and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunderSEC. Each of the financial statements The LSi Financial Statements included in the Company LSi SEC Documents have been prepared from, (subject to and are in accordance with, taking into account any and all amendments filed as of or prior to the books and records date of the Company, this Agreement) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoto such documents, have been prepared from and in accordance with the books and records of LSi in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).during

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to PurchasernStor, true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it since August 1997, under the Exchange Act or the Securities Act. In addition33 Act (such forms, the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates orreports, if amendedschedules, as of the date of the last such amendment, the Company SEC Documentsstatements and other documents, including any financial statements or schedules included therein: , are referred to as the "COMPANY SEC DOCUMENTS"). The Company SEC Documents, at the time filed, (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities 33 Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each The financial statements of the financial statements Company included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Forms 10-Q and 8-K of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of the Company as at the dates thereof and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)then ended.

SEC Reports and Financial Statements. The Company (a) Veracyte has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedules, forms, statements and other documents required to be have been filed by it under the Exchange Act as of the date hereof, including pursuant to Section 13(a) or 15(d) thereof, for at least 12 calendar months preceding the Securities Act. In additiondate hereof (the foregoing materials, including the Company has exhibits thereto and documents incorporated by reference into this Agreement therein, being collectively referred to herein as the Company (“Veracyte SEC Documents”)) on a timely basis or has received a valid extension of such time of filing and has filed any such Veracyte SEC Documents prior to the expiration of any such extension, except where the failure to file on a timely basis would not be material to Veracyte. As of their respective dates orfiling dates, if amendedor to the extent corrected by a subsequent restatement, as the Veracyte SEC Documents complied in all material respects with the requirements of the date Exchange Act and the rules and regulations of the last such amendmentSEC promulgated thereunder, and none of the Company Veracyte SEC Documents, including any financial statements when filed, or schedules included therein: (i) did not contain to the extent corrected by a subsequent restatement, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)not.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC, and has heretofore made available to Purchaser, true and complete copies of SEC all forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it under with the Exchange Act or the Securities Act. In additionSEC since December 1, 2016 (collectively, the Company has incorporated by reference into this Agreement the “Company SEC Documents”). As of their its respective dates date or, if amended, as of the date of the last such amendment, the each Company SEC Documents, including any financial statements or schedules included therein: Document (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements made thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading; misleading and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and Act, the Securities Act, as the case may be, and Xxxxxxxx-Xxxxx Act of 2002 (the applicable rules and regulations “SOX”). None of the SEC thereunderCompany’s Subsidiaries is, or at any time since December 1, 2016, has been, required to file any forms, reports or other documents with the SEC. Each of the consolidated financial statements included in the Company SEC Documents have (the “Company Financial Statements”) (A) has been prepared from, and are is in accordance with, the books and records of the CompanyCompany and its consolidated Subsidiaries, comply (B) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoto such requirements, have (C) has been prepared in accordance with United States generally accepted accounting principles (“GAAP”), in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Company Financial Statements or in the notes thereto) and fairly present the financial position and the results of operations and cash flows of to the Company as of the dates thereof or for the periods presented therein (Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments not and the absence of footnote disclosure) and (D) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the dates and for the periods referred to in amount)the Company Financial Statements.

SEC Reports and Financial Statements. The Company GST has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available provided to Purchaser, the Shareholders true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since September 30, 1995 (as such documents have been amended or supplemented since the Securities Act. In additiontime of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (including without limitation, including any financial statements or schedules included therein: ) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. Each of the consolidated financial statements included in the Company SEC Documents have Reports has been prepared from, and are is in accordance with, the books and records of the CompanyGST, comply complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company GST as of at the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Company Reality has filed with the SEC, and has heretofore made available to Purchaserthe Donobi Shareholders, true complete and complete correct copies of all forms, reports, schedules, statements and other documents required to be filed by it Reality under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act (as such documents have been amended or supplemented since the Securities Act. In additiontime of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (including without limitation, including any financial statements or schedules included therein: ) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. Each of the financial statements included in the Company SEC Documents have Reports has been prepared from, and are is in accordance with, the books and records of the CompanyReality, comply complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of Reality, as at the Company as of the dates date(s) thereof or for the periods period(s) presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Purchaserthe Company, true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Securities Act or the Securities Act. In additionExchange Act (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the Company “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents, including any financial statements or schedules included therein: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the CompanyParent, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position positions and the results of operations and cash flows of the Company Parent as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to PurchaserParent, true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 1996, under the Exchange Act or the Securities Act. In addition, the Company has incorporated by reference into this Agreement the Company SEC Documents. As Act of their respective dates or, if amended1933, as of amended (the date of the last "Securities Act") (such amendmentforms, the Company SEC Documentsreports, schedules, statements and other documents, including any financial statements or schedules included therein: , are referred to as the "Company SEC Documents"). No subsidiary of the Company is subject to the reporting requirements of the Exchange Act. Except to the extent revised or superseded by a subsequently filed Company SEC Document (a copy of which has been made available to Parent prior to the date hereof), the Company SEC Documents, at the time filed, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each The financial statements of the financial statements Company included in the Company SEC Documents have been prepared fromcomplied, and are in accordance with, the books and records as of the Companytime filed, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of the unaudited statements, to normal normal, recurring, year-end audit adjustments not material in amount)adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods indicated therein.

SEC Reports and Financial Statements. The Company Power3 has filed with the SEC, and has heretofore made available to Purchaser, the Company true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Securities Act or the Securities Act. In additionExchange Act (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the Company “Power3 SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Power3 SEC Documents, including any financial statements or schedules included therein: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company Power3 SEC Documents have been prepared from, and are in accordance with, the books and records of the CompanyPower3, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and fairly present the financial position positions and the results of operations and cash flows of the Company Power3 as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company Since January 1, 1998, AAGP has filed with the Securities and Exchange Commission (the "SEC, and has heretofore made available to Purchaser, true and complete copies of ") all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act and the Exchange Act (as such documents have been amended or supplemented since the Securities Act. In additiontime of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (including without limitation, including any financial statements or schedules included therein: ) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. Each of the consolidated financial statements included in the Company SEC Documents have Reports has been prepared from, and are in accordance with, the books and records of the CompanyAAGP, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company AAGP as of at the dates thereof or for the periods presented therein therein. Since June 30, 2000 (subjectthe end of the period covered by the last quarterly report on Form 10-Q filed by AAGP with the SEC), there has been no material adverse change in the case business, financial condition and results of unaudited statements, to normal year-end audit adjustments operations of AAGP and AAGP has not material entered into an agreement or contract which is not in amount)the ordinary course of business.

SEC Reports and Financial Statements. The Company Since October 26, 1999, Aether has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedules, statements schedules and other documents required to be filed with the SEC under the Securities Act or the Exchange Act. Each form, report, schedule, registration statement and definitive proxy statement filed by it under Aether with the SEC prior to the date hereof (as such documents have been amended prior to the date hereof, the "Aether SEC Reports"), as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act or and the Securities Actrules and regulations thereunder. In addition, None of the Company has incorporated by reference into this Agreement the Company Aether SEC Documents. As of their respective dates or, if amendedReports, as of the date of on which such SEC Report was declared effective pursuant to the last Securities Act or the date on which such amendmentSEC Report was filed pursuant to the Exchange Act, the Company SEC Documentsas applicable, including any financial statements contained or schedules included therein: (i) did not contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The consolidated financial statements of Aether and its Subsidiaries included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP, consistently applied on a consistent basis during the periods involved (except as may be indicated except, in the notes theretocase of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein in all material respects (subject, in the case of the unaudited interim financial statements, to normal normal, year-end audit adjustments not material in amount)adjustments) the consolidated financial position of Aether and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company Buyer has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Purchaser, the Sellers true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act and the Securities and Exchange Act of 1934, as amended (the "Exchange Act") (as such documents have been amended or supplemented since the Securities Act. In additiontime of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (including without limitation, including any financial statements or schedules included therein: ) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. Each of the consolidated financial statements included in the Company SEC Documents Reports have been prepared from, and are in accordance with, the books and records of the CompanyBuyer, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Buyer as of at the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Each of the Company and its Subsidiaries has filed with the SEC, and has heretofore made available to Purchaser, SEC true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1997, under the Exchange Act or the Securities ActAct (such forms, reports, schedules, statements and other documents, other than preliminary filings, are referred to as the "SEC Reports"). In additionThe SEC Reports, at the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates ortime filed, if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein: (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations . The consolidated financial statements of the SEC thereunder. Each of Company (including the financial statements related notes and schedules thereto) included in the Company SEC Documents have been prepared fromReports ("Financial Statements") (i) comply as to form, and are in accordance withas of their respective dates of filing with the SEC, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by the Instructions to Form 10-Q promulgated by the SEC) and (iii) fairly present (subject, in the case of the unaudited statements, to normal year-end adjustments) (A) the consolidated financial position and the results of operations and cash flows of the Company and its Subsidiaries, (B) the consolidated results of their operations and (C) cash flows, in each case, as of the dates thereof or for the periods presented therein (subjectindicated, in as the case of unaudited statements, to normal year-end audit adjustments not material in amount)may be.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act (as defined in Section 6.1(a)) or the Securities Act. In addition, the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company NNCO has filed with the SEC, and has heretofore made available to PurchaserRed Alert, true complete and complete correct copies of all forms, reports, schedules, statements and other documents required to be filed by it NNCO under the Securities Act, and the Exchange Act (as such documents have been amended or supplemented since the Securities Act. In additiontime of their filing) (collectively, the Company has incorporated by reference into this Agreement the Company "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (including without limitation, including any financial statements or schedules included therein: ) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. Each of the financial statements included in the Company SEC Documents have Reports has been prepared from, and are is in accordance with, the books and records of the CompanyNNCO, comply in complies with all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of NNCO, as at the Company as of the dates date(s) thereof or for the periods period(s) presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Purchaser, Purchaser true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In additionAct (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein: therein (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company K2 has filed with the SEC, and has heretofore made available to PurchaserSunrise, true complete and complete correct copies of all forms, reports, schedules, statements and other documents required to be filed by it K2 under the Securities Act, and the Exchange Act (as such documents have been amended or supplemented since the Securities Act. In additiontime of their filing) (collectively, the Company has incorporated by reference into this Agreement the Company "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (including without limitation, including any financial statements or schedules included therein: ) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. Each of the financial statements included in the Company SEC Documents have Reports has been prepared from, and are is in accordance with, the books and records of the CompanyK2, comply in complies with all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of K2, as at the Company as of the dates date(s) thereof or for the periods period(s) presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "SEC, and has heretofore made available to Purchaser, true and complete copies of ") all forms, reports, schedules, statements and other documents required to be filed by it since April 8, 2002 under the Securities Exchange Act or of 1934, as amended (the Securities "Exchange Act. In addition") (collectively, the Company has incorporated by reference into this Agreement the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents, including including, without limitation, any financial statements or schedules included therein: therein (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included (including, in each case, any related notes and schedules) contained in the Company SEC Documents have has been prepared from, and are is in accordance with, the books and records of the CompanyCompany and its consolidated Company Subsidiaries, comply complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ("GAAP") and fairly present presents the consolidated financial position and the consolidated results of operations and cash flows of the Company as of and its consolidated Company Subsidiaries at the dates thereof or and for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)covered thereby.

SEC Reports and Financial Statements. The Company SinoFresh has filed with the SEC, and has heretofore made available to PurchaserHealthCare, true complete and complete correct copies of all forms, reports, schedules, statements and other documents required to be filed by it SinoFresh under the Securities Act, and the Exchange Act (as such documents have been amended or supplemented since the Securities Act. In additiontime of their filing) (collectively, the Company has incorporated by reference into this Agreement the Company "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (including without limitation, including any financial statements or schedules included therein: ) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. Each of the financial statements included in the Company SEC Documents have Reports has been prepared from, and are is in accordance with, the books and records of the CompanySinoFresh, comply in complies with all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of SinoFresh, as at the Company as of the dates date(s) thereof or for the periods period(s) presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Company Reality has filed with the SEC, and has heretofore made available to PurchaserArabian Recab, true complete and complete correct copies of all forms, reports, schedules, statements and other documents required to be filed by it Reality under the Securities Act, and the Exchange Act (as such documents have been amended or supplemented since the Securities Act. In additiontime of their filing) (collectively, the Company has incorporated by reference into this Agreement the Company "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (including without limitation, including any financial statements or schedules included therein: ) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. Each of the financial statements included in the Company SEC Documents have Reports has been prepared from, and are is in accordance with, the books and records of the CompanyReality , comply in complies with all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of Reality , as at the Company as of the dates date(s) thereof or for the periods period(s) presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of SEC all forms, reports, schedules, statements and other documents required to be filed by it since May 25, 2002 under the Exchange Act, the Securities Act or the Securities Act. In additionSOXA (each of such forms, reports, schedules, statements, and other documents, to the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates or, if amended, as of extent filed and publicly available before the date of this Agreement, other than preliminary filings, is referred to as a “Parent SEC Document”). Each Parent SEC Document, at the last such amendmenttime filed, the Company SEC Documents, including any financial statements or schedules included therein: (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Securities ActSOXA, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The financial statements included in the Company Parent SEC Documents have been prepared from, and are in accordance with, (the books and records of the Company, “Parent Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows of the Company as of the dates thereof or for the periods presented therein then ended (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments not material in amountadjustments).

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act. In additionAct (as such documents have been amended since the date of their filing, collectively, the Company has incorporated by reference into this Agreement the “Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to PurchaserParent, true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act. In addition") (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including including, without limitation, any financial statements or schedules included therein: therein (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents (the "Financial Statements") have been prepared from, and are in accordance with, the books and records of the CompanyCompany and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).period

SEC Reports and Financial Statements. The Company Purchaser has filed with the SEC, and has heretofore made available to Purchaserthe Company, true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In additionAct (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "Purchaser SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Purchaser SEC Documents, including any financial statements or schedules included therein: therein (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company Purchaser SEC Documents have been prepared from, and are in accordance with, the books and records of the CompanyPurchaser, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position positions and the results of operations and cash flows of the Company Purchaser as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to PurchaserFremont, true and complete copies of all formsof, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In addition, the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates or, if amended, as of the date of the last such amendmentamendment filed prior to the date hereof, the Company SEC Documents, including including, without limitation, any financial statements or schedules included therein: therein (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each None of the financial statements included in Company Subsidiaries is required to file any forms, reports or other documents with the Company SEC Documents SEC. The Financial Statements have been prepared from, and are in accordance with, in all material respects, the books and records of the CompanyCompany and the Company Subsidiaries, on a consolidated basis, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited financial statements, as permitted by Rule 10.01 of Regulation S-X promulgated under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated stated in the notes thereto) and fairly present present, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and the Company Subsidiaries, on a consolidated basis, as of the dates thereof or times and for the periods presented referred to therein (subject, in the case of unaudited financial statements, to normal customary year-end audit adjustments not material in amountadjustments).

SEC Reports and Financial Statements. The Company has and the Subsidiaries have filed with the SEC, and has heretofore made available to Purchaser, SEC true and complete copies of of, all forms, reports, exhibits, schedules, statements and other documents (other than preliminary materials) required to be filed by it under the Exchange Act or the Securities Act of 1933 (the "Securities Act. In addition") from and after December 31, the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates or1996 (such forms, if amendedreports, as of the date of the last such amendmentexhibits schedules, the Company SEC Documentsstatements and other documents, including any financial statements or schedules included therein: , are referred to as the "Company SEC Documents"). The Company SEC Documents, at the time filed, (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each Except to the extent revised or superseded by a subsequently filed Company SEC Document, the Company SEC Documents do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents have been prepared fromas well as the Company's financial statements as of and for the three months and six months ended June 30, and are in accordance with1999 heretofore delivered to Parent, the books and records as of the Company, dates thereof comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).consistent

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC, and has heretofore made available to PurchaserParent, true and complete copies of all forms, reports, schedules, statements, prospectuses, registration statements and other documents required to be filed or furnished by it since January 1, 2005, under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act. In addition") (as such documents have been amended prior to the date hereof since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the "Company SEC Documents"). As of their respective dates or, if amendedamended prior to the date hereof, as of the date of the last such amendmentamendment prior to the date hereof, the Company SEC Documents, including any financial statements or schedules included therein: therein (iA) did not not, and each Company SEC Document filed after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in the Company SEC Documents or necessary in order to make the statements made thereinin the Company SEC Documents, in light of the circumstances under which they were made, not misleading; misleading and (iiB) complied complied, and each Company SEC Document filed after the date hereof will comply, in all material respects with the applicable requirements of the Exchange Act and or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunderunder the Exchange Act or the Securities Act, as the case may be. None of the Company's Subsidiaries are required to file any forms, reports, schedules, statements, prospectuses, registration statements or other documents with the SEC. Each of the consolidated financial statements included or incorporated by reference in the Company SEC Documents have (the "Financial Statements") (w) has been prepared from, and are is in accordance with, the books and records of the CompanyCompany and its consolidated Subsidiaries, comply (x) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoto such requirements, have (y) has been prepared in accordance with United States generally accepted accounting principles ("GAAP"), in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes thereto) to the Financial Statements and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not and the absence of footnote disclosure) and (z) fairly presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in amount)financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statements.

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available furnished to Purchaserthe Company, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it and actually filed under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act. In addition"), (as such documents have been amended since the time of such filing for the periods since Fiscal Year 1996, collectively, the Company has incorporated by reference into this Agreement the Company "Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company The Parent SEC Documents, including without limitation any financial statements or schedules included therein: , at the time filed, (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The financial statements of Parent included in the Company Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC), and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments not material in amount)adjustments) the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company SFI has filed with the SEC, and has heretofore made available to Purchaser, SoOum true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it under the The Exchange Act or The Securities Act (as such documents have been amended since the Securities Act. In additiontime of their filing, collectively, the Company has incorporated by reference into this Agreement the Company “SFI SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SFI SEC Documents, including any financial statements or schedules included therein: therein (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the The Exchange Act and the The Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements Financial Statements included in the Company SFI SEC Documents have been prepared from, and are in accordance with, the books and records of the CompanySFI, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position positions and the results of operations and cash flows of the Company SFI as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In addition, the Company has incorporated by reference into this Agreement Agreement, its Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2005, its Current Reports on Form 8-K dated December 26, 2004, and June 23 and June 24, 2005, and its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 (as such documents have been amended since the date of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of SEC all forms, reports, schedules, statements and other documents required to be filed by it since April 30, 1995 under the Exchange Act or the Securities Act. In additionAct (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents, including including, without limitation, any financial statements or schedules included therein: therein (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The financial statements of Parent included in the Company Parent SEC Documents (the "Parent Financial Statements") have been prepared from, and are in accordance with, the books and records of the CompanyParent and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Parent and its consolidated subsidiaries as of the dates thereof or times and for the periods presented referred to therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amountadjustments).

SEC Reports and Financial Statements. The Company NCTI has filed with the SEC, and has heretofore made available to PurchaserSellers, true and complete copies of all forms, reports, schedules, statements and other documents reports required to be filed by it under pursuant to the Securities Act and the Exchange Act or (the Securities Act. In addition, the Company has incorporated by reference into this Agreement the Company "NCTI SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentamendment filed prior to the date hereof, the Company NCTI SEC DocumentsReports, including including, without limitation, any financial statements or schedules included therein: therein (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company SEC Documents The Financial Statements have been prepared from, and are in accordance with, the books and records of the CompanyNCTI, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly financial statements, as permitted by the instructions to Form 10-Q promulgated pursuant to the Exchange Act) applied on a consistent basis during the periods period involved (except as may be indicated stated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company NCTI as of the dates thereof or times and for the periods presented therein (subject, in the case of unaudited statements, referred to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Company BPK has filed with the SEC, and has heretofore made available to Purchaser, Graphite true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In additionAct (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "BPK SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company BPK SEC Documents, including any financial statements or schedules included therein: (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company BPK SEC Documents have been prepared from, and are in accordance with, the books and records of the CompanyBPK, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position positions and the results of operations and cash flows of the Company BPK as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company Sunhawk has filed with the SEC, and has heretofore made available to Purchaserthe CCS Shareholders, true complete and complete correct copies of all forms, reports, schedules, statements and other documents required to be filed by it Sunhawk under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act (as such documents have been amended or supplemented since the Securities Act. In additiontime of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (including without limitation, including any financial statements or schedules included therein: ) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. Each of the financial statements included in the Company SEC Documents have Reports has been prepared from, and are is in accordance with, the books and records of the CompanySunhawk, comply in complies with all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of Sunhawk, as at the Company as of the dates date(s) thereof or for the periods period(s) presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Purchaserthe Investors, true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it the Company under the Securities Exchange Act or of 1934 (the Securities "Exchange Act. In addition") (such forms, the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates orreports, if amendedschedules, as of the date of the last such amendment, the Company SEC Documentsstatements and other documents, including any financial statements or schedules included therein: herein, are referred to as the "Company SEC Documents"). The Company SEC Documents, at the time filed, (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each The financial statements of the financial statements Company included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretoShares thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments not material in amount)adjustments, none of which will be material) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company Nannaco has filed with the SEC, and has heretofore made available to PurchaserAmenni, true complete and complete correct copies of all forms, reports, schedules, statements and other documents required to be filed by it Nannaco under the Securities Act, and the Exchange Act (as such documents have been amended or supplemented since the Securities Act. In additiontime of their filing) (collectively, the Company has incorporated by reference into this Agreement the Company "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (including without limitation, including any financial statements or schedules included therein: ) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. Each of the financial statements included in the Company SEC Documents have Reports has been prepared from, and are is in accordance with, the books and records of the CompanyNannaco, comply in complies with all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of Nannaco, as at the Company as of the dates date(s) thereof or for the periods period(s) presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company has with the SEC since January 1, 2010 (in the case of any registration statement, as of its effective date, and with respect to all documents filed by the Company with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In addition, the Company has incorporated by reference into this Agreement the Company SEC Documents. As as of their respective filing dates or, if amended, and thereafter as of the date such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date, (i) complied in all material respects with the requirements of the last such amendmentSecurities Act, the Company SEC DocumentsSecurities Exchange Act of 1934, including any financial statements or schedules included therein: as amended, (ithe “Exchange Act”), and the rules and regulations promulgated thereunder, as the case may be, (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iiiii) complied in all material respects were timely filed with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunderSEC. Each of the The audited financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Documents have been prepared from, and are in accordance with, Reports (the books and records of the Company, comply “Company 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, have been were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Company taken as a whole)) in all material respects the financial position of Company as at the respective dates thereof and the results of operations and cash flows of the Company as of the dates thereof or for the respective periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)then ended.

SEC Reports and Financial Statements. The Company K2 has filed with the SEC, and has heretofore made available to PurchaserNCSI, true complete and complete correct copies of all forms, reports, schedules, statements and other documents required to be filed by it K2 under the Securities Act, and the Exchange Act (as such documents have been amended or supplemented since the Securities Act. In additiontime of their filing) (collectively, the Company has incorporated by reference into this Agreement the Company "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (including without limitation, including any financial statements or schedules included therein: ) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. Each of the financial statements included in the Company SEC Documents have Reports has been prepared from, and are is in accordance with, the books and records of the CompanyK2, comply in complies with all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of K2, as at the Company as of the dates date(s) thereof or for the periods period(s) presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Purchaser, the Company true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In additionAct (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents, including any financial statements or schedules included therein: therein (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the CompanyParent, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position positions and the results of operations and cash flows of the Company Parent as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Purchaser, the Company true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In additionAct (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the Company “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents, including any financial statements or schedules included therein: (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each All of the financial statements included in the Company Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the CompanyParent, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position positions and the results of operations and cash flows of the Company Parent as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Since February 1, 2004, the Company has filed with the Securities and Exchange Commission (the “SEC, and has heretofore made available to Purchaser, true and complete copies of ”) all forms, reports, schedules, statements and other documents required to be filed by it under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as such documents have been amended or supplemented since the Securities Act. In additiontime of their filing, collectively, the Company has incorporated by reference into this Agreement the Company “SEC DocumentsReports”). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (including without limitation, including any financial statements or schedules included therein: ) (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. Each of the consolidated financial statements included in the Company SEC Documents have Reports has been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company as of at the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)therein.

SEC Reports and Financial Statements. The Since January 1, 2004, the Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of or furnished all forms, reports, schedules, statements and other documents reports required to be filed or furnished by it under with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or and the Securities Act. In additionAct (as such documents have been amended since the date of their filing, collectively, the Company has incorporated by reference into this Agreement the “Company SEC Documents”). As The Company SEC Documents, as of their respective dates orfiling dates, or if amended, as of the date of the last such amendment, did not, to the Company SEC DocumentsKnowledge of the Company, including any financial statements or schedules included therein: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; . The audited consolidated financial statements and (ii) complied in all material respects with the applicable requirements unaudited consolidated interim financial statements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements Company included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply fairly present in all material respects with applicable accounting requirements and with the published rules and regulations consolidated financial position of the SEC Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and other adjustments described therein, including in the notes thereto) in conformity with respect theretoGAAP (except, have been prepared in accordance with generally accepted accounting principles the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of SEC all forms, reports, schedules, statements and other documents required to be filed by it since May 25, 2002 under the Exchange Act, the Securities Act or the Securities Act. In additionSOXA (each of such forms, reports, schedules, statements, and other documents, to the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates or, if amended, as of extent filed and publicly available before the date of this Agreement, other than preliminary filings, is referred to as a "Parent SEC Document"). Each Parent SEC Document, at the last such amendmenttime filed, the Company SEC Documents, including any financial statements or schedules included therein: (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Securities ActSOXA, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The financial statements included in the Company Parent SEC Documents have been prepared from, and are in accordance with, (the books and records of the Company, "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows of the Company as of the dates thereof or for the periods presented therein then ended (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments not material in amountadjustments).

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of SEC all forms, reports, schedules, statements and other documents required to be filed by it under since December 31, 2004, pursuant to the Exchange Act or the Securities Act. In addition, the Company has incorporated by reference into this Agreement the Company SEC Documents. As Act of their respective dates or, if amended1933, as of amended (the date of the last “Securities Act”) (such amendmentforms, the Company SEC Documentsreports, schedules, statements and other documents, including any financial statements or schedules included therein: , are referred to as the “Company SEC Documents”). The Company SEC Documents, at the time filed, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each Except to the extent revised or superseded by a subsequently filed Company SEC Document, the Company SEC Documents, as of their respective dates, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that the foregoing does not cover future events resulting from public announcement of the Merger). The financial statements of the Company included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Forms 10-Q and 8-K of the SEC) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments not material in amount)adjustments) the consolidated financial position of the Company as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company In connection with the issuance of the Shares, Plug hereby represents and warrants, as of the date hereof and as of each date on which Shares are issued, that: (i) it has filed or will have been filed with the Securities and Exchange Commission (the "SEC, and has heretofore made available to Purchaser, true and complete copies of ") all forms, reports, schedules, statements and other documents required to be filed by it since October 28, 1999 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the Securities Act of 1933, as amended (the "Securities Act. In addition") (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "SEC Documents. As of their respective dates or, if amended, as of the date of the last such amendment, the Company "); (ii) The SEC Documents, including without limitation any financial statements or and schedules included therein: , at the time filed (ia) did not contain any untrue statement of a material fact or omit to state a material fact fact, which is material, required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of ; and (iii) the financial statements of Plug included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods period involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments not material in amount)adjustments) the consolidated financial position of Plug and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Purchaser, true ABLAC complete and complete correct copies of all forms, reports, schedules, statements reports and other documents required to be filed by it since January 1, 1993 under the Securities Act or the Exchange Act or (as such documents have been amended since the Securities Act. In additiontime of their filing, collectively, the Company has incorporated by reference into this Agreement the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, including with- out limitation, any financial statements or schedules included in- cluded therein: , at the time filed, (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances cir- cumstances under which they were made, not misleading; misleading and (iib) complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations . The consolidated financial statements of the SEC thereunder. Each of the financial statements Company included in the Company SEC Documents have been prepared fromDocuments, and are in accordance withat the time filed, the books and records of the Company, comply complied as to form in all material respects with applicable accounting requirements and with the published pub- lished rules and regulations of the SEC with respect theretothere- to, have been were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subjectthereto or, in the case of unau- dited statements included in the Company SEC Documents, as permitted by Form 10-Q of the SEC) and fairly present (sub- ject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments not adjustments) in all material in amount).respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. 3.3

SEC Reports and Financial Statements. (i) The Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedulesstatements, statements schedules and other documents (the "SEC Reports") with the SEC required to be filed by it under pursuant to the federal securities laws and the SEC rules and regulations thereunder. The Company has delivered or made available to the Purchasers copies of all such SEC Reports. The SEC Reports, as well as all forms, reports, statements, schedules and other documents to be filed by the Company with the SEC after the date hereof and prior to the Closing Date (the "Future SEC Reports"), (a) were and will be prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act or and the Securities Act. In additionpublished rules and regulations of the SEC thereunder, the Company has incorporated by reference into this Agreement the Company each as applicable to such SEC Documents. As of their respective dates or, if amended, Reports and such later filed Future SEC Reports and (b) did not and will not as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein: (i) did not time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were and will be made, not misleading; and (ii) complied in all material respects with . No Subsidiary of the applicable Company is subject to the periodic reporting requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations . As of the SEC thereunder. Each of date hereof, there are no material unresolved comments issued by the financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations staff of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows to any of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)SEC Reports.

SEC Reports and Financial Statements. The Company Buyer has filed with the SEC, and has heretofore made available to Purchaser, the Shareholder true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it since December 31, 2000 under the Securities Exchange Act of 1934 (the "Exchange Act") or the Securities Act. In additionAct (as such documents have been amended since the time of their filing, collectively, the Company has incorporated by reference into this Agreement the Company "Buyer SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company The Buyer SEC Documents, including without limitation any financial statements or and schedules included therein: , at the time filed, (ia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; , and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The financial statements of Buyer included in the Company Buyer SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments not material in amount)adjustments) the consolidated financial position of Buyer and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of SEC all forms, reports, schedules, statements and other documents required to be filed by it under since December 31, 2004, pursuant to the Exchange Act or the Securities Act. In addition, the Company has incorporated by reference into this Agreement the Company SEC Documents. As Act of their respective dates or, if amended1933, as of amended (the date of the last "Securities Act") (such amendmentforms, the Company SEC Documentsreports, schedules, statements and other documents, including any financial statements or schedules included therein: , are referred to as the "Company SEC Documents"). The Company SEC Documents, at the time filed, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each Except to the extent revised or superseded by a subsequently filed Company SEC Document, the Company SEC Documents, as of their respective dates, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that the foregoing does not cover future events resulting from public announcement of the Merger). The financial statements of the Company included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Forms 10-Q and 8-K of the SEC) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of the unaudited statements, to normal year-end normal, recurring audit adjustments not material in amount)adjustments) the consolidated financial position of the Company as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.