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. 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 Purchaser, the Vendors and Company true and complete copies of of, all forms, reports, schedules, statements and other documents (other than preliminary materials) required to be filed by it under the Exchange Act or the Securities Act. In additionfrom and after January 26, the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates or2004 (such forms, if amendedreports, as of the date of the last such amendmentschedules, 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 thereunderthereunder (and to the extent applicable, the PCAOB). Each The financial statements of the financial statements Company included in the Company SEC Documents have been prepared from(the “Company Financial Statements”), and are in accordance with, the books and records of heretofore delivered to the Company, as of the dates thereof comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC and the PCAOB 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 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 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, Parent 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 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"). Except as set forth in Schedule 4.06 of the Company Disclosure Schedule, 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 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 (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 in all material respects (subject, in the case of the unaudited statements, to normal normal, year-end audit adjustments that will not be material in amount)amount or effect) the financial position of the Company (and its consolidated subsidiaries, to the extent applicable) as at the dates thereof and the results of its (or their) operations and cash flows for the periods 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 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 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 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 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 delivered to Parent prior to the SEC, and has heretofore made available to Purchaser, execution of this Agreement a true and complete copies copy of all formseach form, reportsreport, schedulesschedule, statements registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company or any of its Subsidiaries with the SEC since March 31, 1995 (as 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 and its Subsidiaries were required to be filed by it under file with the Exchange Act or the Securities Act. In addition, the Company has incorporated by reference into this Agreement the Company SEC Documentssince such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents, including any financial statements or schedules included therein: Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, and (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; . The audited consolidated financial statements and unaudited interim consolidated financial statements (iiincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") 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 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).published

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 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 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. (a) The Company has timely filed and furnished with the SEC, and has heretofore made available to Purchaser, true and complete copies of SEC all forms, reports, schedules, certifications, prospectuses, registration and proxy statements and other documents (including exhibits and other information incorporated therein) required to be filed by it under the Exchange Act since January 1, 2009 (such documents together with all documents filed or the Securities Act. In additionfurnished on a voluntary basis on Form 8-K, the Company has incorporated by reference into this Agreement the “Company SEC Documents”). As of their respective dates or, (or if amended, as of amended prior to the date of the last such amendmentthis Agreement, as amended), the Company SEC Documents, including any the financial statements and schedules provided therein or schedules included incorporated by reference therein: , (ix) 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 (iiy) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations . As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC thereunderstaff with respect to the Company SEC Documents. Each To the Knowledge of the financial statements included in Company, none of the Company SEC Documents have been prepared from, and are in accordance with, is the books and records subject of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the ongoing 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 review or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount)investigation.

SEC Reports and Financial Statements. The (a) Except as set forth on Section 3.07(a) of the Company Disclosure Schedule, the Company has filed with or furnished, as the SECcase may be, 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 Securities and Exchange Commission (the “SEC”) required to be filed or furnished, as the case may be, by it under pursuant to the federal securities laws and the SEC rules and regulations thereunder. The 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 (ii) did 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 made, not misleading; and (ii) complied in all material respects with , except to the applicable extent corrected prior to the date hereof by a subsequently filed SEC Report. No subsidiary of the 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 (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. 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. (a) The Company has timely 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 the Exchange Act or the Securities Act. In addition, the Company has incorporated by reference into this Agreement the Company SEC Documents, all of which are publicly available by XXXXX. As Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates or(and if so amended or superseded, if amended, as of then on the date of such filing prior to the last such amendmentdate hereof), the Company SEC Documents, Documents (including any financial statements or schedules included therein: ) and any forms, reports, schedules, statements, registration statements, proxy statements and other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) (i) did not not, and in the case of Subsequent Filings will not, contain any untrue statement of a material fact or omit omit, or in the case of Subsequent Filings will not 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 complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. Notwithstanding the foregoing, and the applicable rules and regulations Company makes no representation or warranty with respect to any information supplied by Parent or Merger Subsidiary in writing relating to Parent, Merger Subsidiary or any affiliate thereof (other than the Company or any of its Subsidiaries), as the SEC thereunder. Each of the financial statements included case may be, expressly for inclusion or incorporation by reference in the Company SEC Documents have been prepared from, and are in accordance with, the books and records Proxy Statement. None of the Company’s Subsidiaries is required to file any forms, comply in all material respects with applicable accounting requirements and reports or other documents 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.

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 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 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 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 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 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. (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, registration statements, definitive proxy statements and other documents required to be filed by it the Company with the SEC under the Securities Act or the Exchange Act since January 1, 1999 (as they have been amended or superseded by subsequent filings under the Securities Act or Exchange Act since the time of their filing, and including any documents filed as exhibits thereto and all financial statements or schedules included or incorporated by reference therein, collectively, the "SEC Reports") and substantially complete and correct copies of all of the SEC Reports are available to Parent on XXXXX. The SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act. In addition"), as applicable, and the Company has incorporated by reference into this Agreement rules and regulations of the Company SEC Documentspromulgated thereunder. As of their respective dates dates, as of the date they were filed or, if amendedamended or superseded by subsequent filings under the Securities Act or Exchange Act, as of the date of such amendment or superseding filing, none of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein: (i) did not contain Reports 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 . The Company's subsidiary is not required to file any form, report or other document 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.

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 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 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 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 Company Parent has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Purchaserthe Company, true and complete copies of of, all forms, reports, schedules, statements and other documents filed or required to be filed by it and its subsidiaries since May 23, 1997 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 consolidated 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 and/or 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 generally accepted accounting principles in the applicable jurisdiction 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 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 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 Parent has filed with the SEC, and has heretofore made available to Purchaser, the Company true and complete copies of of, (i) Parent’s Registration Statement on Form S-1 (File No. 333-113495), and (ii) all forms, reports, schedules, statements and other documents required to be filed by it Parent under the Securities Exchange Act of 1934 (the “Exchange Act”) or the Securities Act. In additionAct from and after July 15, the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates or2004 (such registration statement, if amendedforms, as of the date of the last such amendmentreports, the Company SEC Documentsschedules, statements and other documents, including any financial statements or schedules included therein: , are referred to as the “Parent SEC Documents”). Parent 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 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 (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto when filed, have been (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis during GAAP throughout the periods involved covered thereby (except as may be indicated therein or in the notes theretothereto and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (iii) and fairly present in all material respects the consolidated financial position and the condition, results of operations and cash flows of the Company Parent as of the respective dates thereof or 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 (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 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 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 Parent has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Purchaser, the LPC Stockholders 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 have Reports has 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 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 Parent 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 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. 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 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 has filed with the Securities and Exchange Commission (the "SEC, ") all forms 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 January 1, 1997 under the Exchange Act or and has heretofore made available to Merger Company (i) its Annual Reports on Form 10-K for the Securities Act. In additionyears ended December 31, 1997, December 31, 1998 and December 31, 1999, respectively, (ii) all proxy statements relating to meetings of stockholders of the Company has incorporated since January 1, 1997 (in the form mailed to stockholders), (iii) its quarterly report on Form 10-Q for the quarter ended March 31, 2000, and (iv) all other forms, reports and registration statements filed by reference into the Company with the SEC since January 1, 1997 (other than registration statements on Form S-8 or preliminary materials and registration statements in forms not declared effective). The documents described in clauses (i)-(iv) above, as amended, are referred to in this Agreement collectively as 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 any the financial statements and schedules provided therein or schedules included incorporated by reference 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 consolidated financial statements included or incorporated by reference 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 United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in otherwise noted therein and except that the notes theretoquarterly financial statements are subject to year end adjustment and do not contain all footnote disclosures required by GAAP) and 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 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 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 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 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 has filed with the SEC, SEC and has heretofore made available to Purchaser, the Parent true and complete copies of of, all forms, reports, schedules, statements statements, and other documents documents, including all exhibits thereto, required to be filed by it since July 29, 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 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 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 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 the books and records of the Company in accordance with 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 accounting rules applicable to reports on Form 10-Q under the Exchange Act) 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 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 then ended. The Company has made available to the Parent true and complete copies of all material amendments and modifications that have not material been filed by the Company with the SEC to all agreements, documents, and other instruments that previously have been filed by the Company with the SEC and are currently in amount)effect.

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 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. 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 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 has furnished to the Purchaser copies of the Company's Annual Report on Form 10-K for the year ended December 31, 1996, Quarterly Reports on Form 10-Q for the quarter ended September 30, 1997 and its proxy statement and certain other reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (collectively, the "SEC Reports"), each as filed with the SECSecurities and Exchange Commission (the "Commission"), and has heretofore made available the Company's 1996 Annual Report to PurchaserStockholders (the "1996 Annual Report"), true which reports and complete copies proxy statement are included as exhibits to the Private Placement Memorandum (the "Private Placement Memorandum"), dated January 9, 1998. Each SEC Report was in substantial compliance with the requirements 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 its respective dates or, if amended, as of report form on the date of filing, and the last such amendmentSEC reports, the Company SEC Documents1996 Annual Report and the Private Placement Memorandum did not, including any financial statements on the date of filing or schedules included the date as of which information is set forth 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 the 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 financial statements (including any related schedules and/or notes) included in the Company SEC Documents have been prepared from, Reports 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, 1996 Annual Report have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) throughout the periods involved and fairly present the financial position and the position, results of operations and cash flows of the Company as of 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)indicated therein.

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. 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 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 ServiceMaster has filed with the SEC, SEC and has heretofore made available to Purchaser, Barefoot true and complete copies of of, all forms, reports, schedules, statements and other documents required to be filed by it ServiceMaster since January 1, 1994 under the Exchange Act or and 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 "ServiceMaster SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company ServiceMaster SEC Documents, including including, without limitation, 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; 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 consolidated financial statements included in the Company ServiceMaster 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 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 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 ServiceMaster and its consolidated subsidiaries as of at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year-year end audit adjustments not material in amountand lack of footnote disclosures).

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 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 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, including without limitation, 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 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 United States generally accepted accounting principles principals ("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 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 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 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 and its subsidiaries since December 31, 1998 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 (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 consolidated 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 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 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 Parent 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 Buyer has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, required reports, schedules, forms, statements and other documents required to be filed by it (including exhibits and all other information incorporated therein) under the Securities Act and the Exchange Act or with the Securities Act. In additionSEC since June 30, 1997 (as such reports, schedules, forms, statements and documents have been amended since the time of filing, collectively, the Company has incorporated by reference into this Agreement the Company "BUYER SEC DocumentsDOCUMENTS"). As of their respective dates ordates, or if amendedamended prior to the date of this Agreement, as of the date of the last such amendment, the Company Buyer SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Documents, including any financial statements and none of the Buyer SEC Documents when filed, or schedules included therein: (i) did not contain as so amended, 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 The financial statements of Buyer included in the Company Buyer SEC Documents have been prepared fromcomply 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, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and fairly present in all material respects the consolidated financial position of Buyer and the results of operations and cash flows of the Company its consolidated subsidiaries as of the dates thereof or and the consolidated statements of income, shareholders' equity and cash flows for the periods presented therein then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments not material in amountadjustments).

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 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 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. (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 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.