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

SEC Reports and Financial Statements. The Company (a) ECDV has filed filed, or furnished, as applicable, with the SEC, and has heretofore made available to Purchaser, true and complete copies of SEC all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In additionsince January 1, 2004 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the Company has incorporated by reference into this Agreement the Company “ECDV SEC Documents”). As The ECDV 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; misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, Securities Act and the Securities Act, as Xxxxxxxx-Xxxxx Act of 2002 and the case may be, rules and regulations promulgated under such acts and the applicable rules and regulations of the SEC thereunder. Each of MRG, ECDV’s wholly-owned subsidiary, is not required to make any filings with the SEC. (b) The consolidated financial statements of ECDV included or incorporated by reference in the Company ECDV SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved indicated (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 unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB under the Exchange Act) and fairly presented the consolidated financial position of ECDV and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, except that the unaudited interim financial statements were or are subject to normal and recurring year-end audit adjustments which were 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 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 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 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 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. (a) The Company has filed with the SECSEC all forms (including, without limitation, the Company's Registration Statement on Form S-3, Registration No. 333-53117, as amended by Form X-0/X Xx. 0, Xxxx X-0/X No. 2 and has heretofore made available to Purchaser, true and complete copies of all formsForm S-3/A No. 3), reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In additionsince January 1, 1995 (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 schedules included therein: Documents (ia) did do 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 comply 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 No subsidiary of the Company is required to make any filings with the SEC. (b) The financial statements of the Company included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply 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 the unaudited statements, to normal year-end normal, recurring audit adjustments not material in amount)) 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.

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

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

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

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

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

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

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

SEC Reports and Financial Statements. The Company (a) Stratus has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedules, statements reports and other documents required to be filed by it pursuant to Section 13 or Section 15(d) of the Exchange Act within the last 12 months on a timely basis or has received a valid extension of time for filing. Stratus has made available to the Purchaser Stratus' Annual Report on Form 10-K as amended by Form 10-K/A for the fiscal year ended September 30, 2001 and its Quarterly Report on Form 10-Q for the quarter ended December 31, 2001 (the "SEC Reports"). Each SEC Report complied as to form in all material respects with the rules and regulations of the SEC 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 on the date of filing and as of such date (or if amended or superseded by a filing prior to the last date of this Agreement, on the date of such amendment, the Company SEC Documents, including any financial statements or schedules included therein: (ifiling) 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 . (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 (including, in each case, any related notes thereto) (the "Financial Statements") contained 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 Report (i) was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated expressly described in the notes thereto) and (ii) fairly present presents in all material respects the consolidated financial position of Stratus as at the respective dates thereof and the consolidated results of its 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)indicated.

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 (a) CCS 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 reports and other documents required to be filed with the SEC by it under pursuant to the Securities Act and the Exchange Act or and the SEC rules and regulations promulgated thereunder, all of which complied in all material respects with all applicable requirements of the Securities ActAct and the Exchange Act (the "SEC Reports"). In addition, the Company has incorporated by reference into this Agreement the Company SEC Documents. As of their respective dates or, if amended, as None of the date of the last such amendmentSEC Reports, the Company SEC Documentsincluding, including without limitation, any financial statements or schedules included therein: (i) did not contain , at the time filed, 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 , except to the extent any such statements have been modified or superceded by a later SEC report filed prior to the date hereof. (iib) complied in all material respects with the applicable requirements of the Exchange Act The consolidated balance sheets and the Securities Actrelated statements of income, as shareholders' equity and cash flow (including the case may be, and the applicable rules and regulations related notes thereto) of the SEC thereunder. Each of the financial statements CCS included in the Company SEC Documents have been prepared from, and are in accordance withReports (collectively, the books and records of the Company, "CCS 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 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 otherwise noted therein), and present fairly the notes thereto) and fairly present the consolidated financial position of CCS and its Subsidiaries as of their respective dates, and the results of its operations and their cash flows of the Company as of the dates thereof or flow for the periods presented therein (subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end audit adjustments not material in amountadjustments).

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

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

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

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

SEC Reports and Financial Statements. The Company 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 (a) Except as set forth in Section 4.5 of the Company Disclosure Schedule, the Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of SEC all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In additionsince January 1, 1997 (collectively, the Company has incorporated by reference into this Agreement the "Company SEC Documents"). As of their respective dates or, if The Company SEC Documents as from time to time amended, as of supplemented or superceded by subsequent Company SEC Documents which were filed prior to the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein: hereof (ia) did do 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 comply 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 No subsidiary of the Company is required to make any filings with the SEC. (b) The financial statements of the Company included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply 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 the unaudited statements, to normal year-end normal, recurring audit adjustments not material in amount)) 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.

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.

SEC Reports and Financial Statements. The Company (a) ServiceMaster has filed with the SEC, SEC and has heretofore made available to Purchaser, ARS true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it ServiceMaster and its Subsidiaries under the Exchange Act or and the Securities Act. In additionAct since December 31, 1997 (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 and 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; 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. thereunder applicable to such ServiceMaster SEC Documents. (b) Each of the consolidated financial statements included in the Company ServiceMaster SEC Documents have been was prepared from, and are is in accordance with, the books and records of the CompanyServiceMaster and/or its consolidated 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 been was 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 unaudited statements, to normal yearas permitted by Regulation S-end audit adjustments not material in amount).X of the SEC) and fairly presents

SEC Reports and Financial Statements. The (a) Since January 1, 2005, 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 material forms, reports, schedules, statements registration statements, and other documents (together with all amendments thereof and supplements thereto) (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”) 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 with the Company SEC DocumentsSEC. As of their respective dates or, if amended, as of and giving effect to any amendments or supplements thereto filed prior to the date of the last such amendmentthis Agreement, 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, the rules and regulations thereunder, the Exchange Act and the rules and regulations thereunder, 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; 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 audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Documents have been prepared from, and are in accordance with, Reports (the books and records of the Company, comply “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been thereto and were 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) 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 all material in amount)respects.

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

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

SEC Reports and Financial Statements. The Company 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 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 (a) Hybrid has filed with the SEC, and has heretofore made available to Purchaser, DAM 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 “Hybrid SEC Documents. ”). (b) As of their respective dates or, if amended, as of the date of the last such amendment, the Company Hybrid 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. . (c) Each of the financial statements included in the Company Hybrid SEC Documents have been prepared from, and are in accordance with, the books and records of the CompanyHybrid, 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 Hybrid 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). Hybrid has no outstanding unresolved issues with the SEC relating to the registration of its securities or distributions effected by its shareholders.

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 (a) Since January 1, 2024, Purchaser has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedulesstatements, statements schedules and other documents required to be filed by it under with the Exchange Act or the Securities Act. In additionSEC (as amended and supplemented from time to time, collectively, the Company has incorporated by reference into this Agreement the Company “Purchaser SEC Documents”). As of their respective dates orfiling dates, if amended, as the Purchaser SEC Documents (i) complied in all material respects with the requirements of the date of Securities Act and the last Exchange Act applicable to such amendment, the Company Purchaser SEC Documents, including any financial statements or schedules included therein: Documents and (iii) 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 consolidated financial statements included (including, in each case, any notes thereto) contained in the Company Purchaser 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 was prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly present presents, in all material respects, the consolidated financial position and the position, results of operations and cash flows of Purchaser and its consolidated Subsidiaries as at the Company as of the respective dates thereof or and for the respective periods presented indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to the absence of notes and normal and recurring year-end audit adjustments not material in amountadjustments). (c) Purchaser has taken no action intended to, or which to its actual knowledge is likely to have the effect of, terminating the registration of Purchaser’s shares of common stock under the Exchange Act nor has Purchaser received any written notification that the SEC is threatening terminating such registration.

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 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 July 1, 1998 under the Exchange Act or the Securities Act of 1933, as amended ("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 DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company 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 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 of the SEC thereunder. Each None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (including the related notes thereto) included in the Company SEC Documents Reports have been prepared from, and are in accordance with, from the books and records of the Company, comply in all material respects with applicable accounting requirements Company and with the published rules and regulations of the SEC with respect thereto, have been prepared its consolidated Subsidiaries 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 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)therein.

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

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

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

SEC Reports and Financial Statements. The Company (a) ServiceMaster has filed with the SEC, SEC and has heretofore made available to Purchaser, LandCare 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 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 and 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. . (b) 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 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 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 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. (a) The Company has filed with the SECSEC all forms (including, without limitation, the Company's Registration Statement on Form S-3, Registration No. 333-53117, as amended by Form S-3/X Xx. 0, Xxxx X-0/X Xx. 2 and has heretofore made available to Purchaser, true and complete copies of all formsForm S-3/A No. 3), reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act. In additionsince January 1, 1995 (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 schedules included therein: Documents (ia) did do 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 comply 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 No subsidiary of the Company is required to make any filings with the SEC. (b) The financial statements of the Company included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply 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 the unaudited statements, to normal year-end normal, recurring audit adjustments not material in amount)) 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.

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

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

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

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

SEC Reports and Financial Statements. The Company has filed with 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, 1994 under the Exchange Act or and has heretofore made available to Parent (i) its Annual Reports on Form 10-K for the Securities Act. In additionyears ended December 31, 1993, December 31, 1994 and December 31, 1995, respectively, and (ii) all proxy statements relating to meetings of stockholders of the Company has incorporated since January 1, 1994 and (iii) all other forms, reports and registration statements filed by reference into the Company with the SEC since January 1, 1994. The documents described in clauses (i)-(iii) above (whether filed before, on or after the date hereof) 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 financial statements or schedules included therein: Documents (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 of 1933 (the "Securi- ties Act"), as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The consolidated 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 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 of the Company and its consolidated Subsidiaries as of and 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. (a) The Company has filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedules, statements reports and other documents required to be filed by it pursuant to Section 13 or Section 15(d) of the Exchange Act within the last 12 months (the "Exchange Reports") on a timely basis or has received a valid extension of time for filing. The Company has made available to the Purchaser the Company's Report on Form 10-K for the eleven month period ended December 31, 2001, and all amendments thereto (the "Transition Report", and together with the Exchange Reports, the "SEC Reports"). The SEC Reports complied as to form in all material respects with the rules and regulations of the SEC 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 on the date of filing and as of such date (or if amended or superseded by a filing prior to the last date of this Agreement, on the date of such amendment, the Company SEC Documents, including any financial statements or schedules included therein: (ifiling) 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 . (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 thereto) (the "Financial Statements") contained 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 Reports (i) was prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated expressly described in the notes thereto) and (ii) fairly present presents in all material respects the financial position of the Company as at the respective dates thereof and the results of its 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)indicated.

SEC Reports and Financial Statements. The Company (a) IMR has filed with the SEC, and has heretofore made available to Purchaser, true and Fusion complete copies of all forms, reports, schedules, statements statements, and other documents required to be filed by it since November 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 "IMR SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company IMR SEC DocumentsDocuments (including, including without limitation, any financial statements or schedules included therein: ) (i) were prepared in compliance 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 and (ii) did not at the time of filing (or if amended, supplemented or superseded by a filing prior to the date hereof, on the date of that filing) 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 . (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 (including, in each case, any related notes thereto) contained in the Company IMR 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 has been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during throughout the periods period involved (except as may be indicated in the notes thereto) and each fairly present presents the consolidated financial position of IMR and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subjectindicated, in except that the case of unaudited statements, interim financial statements were or are subject to normal and recurring year-end audit adjustments which were not or are not expected to be material in amount).

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 Buyer has timely filed with the SEC, and has heretofore made available to Purchaser, true and complete copies of all forms, reports, schedules, statements and other documents reports required to be filed by it under with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act. In additionsince September 13, 2000 (collectively, the Company has incorporated by reference into this Agreement the Company "Buyer SEC DocumentsReports"). As of their respective dates ordates, if amendedthe Buyer SEC Reports 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 Reports. None of such Buyer SEC Reports, as of the date of the last such amendmenttheir respective dates, the Company SEC Documents, including any financial statements or schedules included therein: (i) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary 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 audited balance sheets of Buyer and the related audited statements of operations, stockholders equity and cash flows and unaudited interim financial statements included in the Company Buyer SEC Documents have been prepared fromReports complied 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 respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto and fairly present presented the consolidated financial position and the results of operations and cash flows the changes in financial position of the Company Buyer and its consolidated subsidiaries as of the respective dates thereof or for the respective periods presented therein (subjectset forth therein, all in conformity with GAAP consistently applied during the case of unaudited statementsperiods involved, to normal year-end audit adjustments not material in amount)except as otherwise noted 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 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.