Common use of Registration Statement; Joint Proxy Statement/Prospectus Clause in Contracts

Registration Statement; Joint Proxy Statement/Prospectus. The -------------------------------------------------------- information supplied by LRC for inclusion in the Registration Statement shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by LRC for inclusion in the Proxy Statement to be sent to the stockholders of LRC and stockholders of OSI in connection with the LRC Stockholders Meeting and the OSI Stockholders Meeting shall not, on the date the Joint Proxy Statement is first mailed to the stockholders of OSI and LRC, at the time of the LRC Stockholders Meeting or the OSI Stockholders Meeting, or at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the LRC Stockholders Meeting or the OSI Stockholder Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event or information should be discovered by LRC which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, LRC shall promptly inform OSI. Notwithstanding the foregoing, LRC makes no representation, warranty or covenant with respect to any information supplied by OSI which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The -------------------------------------------------------- information supplied or to be supplied by LRC Optium for inclusion in the registration statement on Form S 4 pursuant to which shares of Finisar Common Stock issuable in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by LRC Optium for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement Statement") to be sent to the stockholders of LRC and stockholders of OSI Optium in connection with the LRC Stockholders Meeting meeting of Optium's stockholders to consider this Agreement and the OSI Stockholders Meeting Merger (the "Optium Stockholders' Meeting") and in connection with the meeting of Finisar's stockholders to consider the issuance of shares of Finisar Common Stock pursuant to the Merger (the "Finisar Stockholders' Meeting") shall not, on the date the Joint Proxy Statement is first mailed to the stockholders of OSI and LRCOptium or Finisar, at the time of the LRC Stockholders Meeting or the OSI Stockholders Optium Stockholders' Meeting, at the time of the Finisar Stockholders' Meeting or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the LRC Stockholders Optium Stockholders' Meeting or the OSI Stockholder Finisar Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to Optium or information any of its Affiliates, officers or directors should be discovered by LRC Optium which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, LRC Optium shall promptly inform OSI. Notwithstanding the foregoing, LRC makes no representation, warranty or covenant with respect to any information supplied by OSI which is contained in any of the foregoing documentsFinisar.

Registration Statement; Joint Proxy Statement/Prospectus. The -------------------------------------------------------- information to be supplied by LRC National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Registration Statement shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by LRC National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Joint Proxy Statement to be sent to the stockholders of LRC and stockholders of OSI in connection with the LRC Stockholders Meeting and the OSI Stockholders Meeting Statement/Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the stockholders of OSI and LRCNational Media or ValueVision, at the time of the LRC Stockholders National Media Stockholders' Meeting or and the OSI Stockholders Meeting, or ValueVision Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the LRC Stockholders National Media Stockholders' Meeting or the OSI Stockholder ValueVision Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to National Media or information any of its Affiliates, officers or directors should be discovered by LRC National Media which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, LRC National Media shall promptly inform OSI. Notwithstanding the foregoing, LRC makes no representation, warranty or covenant with respect to any information supplied by OSI which is contained in any of the foregoing documentsValueVision.

Registration Statement; Joint Proxy Statement/Prospectus. The -------------------------------------------------------- information supplied by LRC the Company for inclusion or incorporation by reference in the Registration Statement (as defined in Section 3.12) shall not at the time the Registration Statement (including any amendments or and supplements thereto) is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by LRC the Company for inclusion or incorporation by reference in the Proxy Statement joint proxy statement/prospectus to be sent to the stockholders of LRC and stockholders of OSI the Company in connection with the LRC Stockholders Meeting meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING") and to be sent to the OSI Stockholders Meeting shall stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the Merger (the "PARENT STOCKHOLDERS MEETING," and together with the Company Stockholder Meeting, the "STOCKHOLDERS MEETINGS") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), will not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the stockholders of OSI and LRCstockholders, at the time of the LRC Stockholders Meeting or the OSI Stockholders MeetingMeetings, or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the LRC Stockholders Meeting or the OSI Stockholder Meeting Meetings which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to the Company or information any of its respective affiliates, officers or directors should be discovered by LRC the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, LRC the Company shall promptly inform OSIParent and Merger Sub. Notwithstanding the foregoing, LRC the Company makes no representation, representation or warranty or covenant with respect to any information supplied by OSI Parent or Merger Sub which is contained or incorporated by reference in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The -------------------------------------------------------- information to be supplied by LRC Predix for inclusion in the Registration Statement shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The information to be supplied by LRC Predix for inclusion in the Proxy Statement joint proxy statement/ prospectus to be sent to the stockholders of LRC Predix and stockholders of OSI EPIX in connection with the LRC Stockholders Meeting meeting of Predix’s stockholders to consider the approval of this Agreement and the OSI Stockholders Meeting Merger (the “Predix Stockholders’ Meeting”) and in connection with the meeting of EPIX’s stockholders to consider the approval of this Agreement, the Merger and the issuance of shares of EPIX Common Stock pursuant to the terms of the Merger (the “EPIX Stockholders’ Meeting”) (such joint proxy statement/ prospectus as amended or supplemented is referred to herein as the “Joint Proxy Statement”) shall not, on the date the Joint Proxy Statement is first mailed to the stockholders EPIX’s stockholders, and Table of OSI and LRC, Contents at the time of the LRC Stockholders Meeting or the OSI Stockholders EPIX Stockholders’ Meeting, or at the Effective Time, contain any untrue statement which, at such time, is false or misleading with respect to any of a material fact, fact or omit to state any 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 are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the LRC Stockholders Meeting or the OSI Stockholder EPIX Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time, any event relating to Predix, its subsidiaries or any of their affiliates, officers or directors should be discovered by Predix or its subsidiaries which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, Predix shall promptly inform EPIX of such event. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event or information should be discovered by LRC which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, LRC shall promptly inform OSI. Notwithstanding the foregoing, LRC Predix makes no representation, representation or warranty or covenant with respect to any information supplied by OSI EPIX which is contained in any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The -------------------------------------------------------- information supplied by LRC Silknet for inclusion in the registration statement of Kana on Form S-4 pursuant to which shares of Kana Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not contain, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain SEC, any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which with they were made, not misleading. The information supplied by LRC Silknet for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement Statement/Prospectus") to be sent to the stockholders of LRC and stockholders of OSI Silknet in connection with the LRC Stockholders Meeting special meeting of Silknet stockholders to consider this Agreement and the OSI Merger (the "Silknet Stockholders Meeting Meeting") and to the stockholders of Kana in connection with the special meeting of Kana stockholders to consider the issuance of Kana Common Stock in connection with the Merger (the "Kana Stockholders Meeting") shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the stockholders of OSI Kana and LRCSilknet, at the time of the LRC Stockholders Meeting or the OSI Silknet Stockholders Meeting, at the time of the Kana Stockholders Meeting or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement/Prospectus not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the LRC Kana Stockholders Meeting or the OSI Stockholder Silknet Stockholders Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to Silknet or information any of its affiliates should be discovered by LRC Silknet which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, LRC Silknet shall promptly inform OSI. Notwithstanding the foregoing, LRC makes no representation, warranty or covenant with respect to any information supplied by OSI which is contained in any of the foregoing documentsKana.

Registration Statement; Joint Proxy Statement/Prospectus. The -------------------------------------------------------- information to be supplied by LRC Cross for inclusion in the registration statement on Form S-4 pursuant to which shares of Interpore Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement Statement"), shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by LRC Cross for inclusion in the Proxy Statement joint proxy statement/prospectus to be sent to the stockholders of LRC Interpore and stockholders of OSI Cross in connection with the LRC Stockholders Meeting meeting of Cross's stockholders (the "Cross Stockholders' Meeting") and the OSI Stockholders Meeting meeting of Interpore's stockholders (the "Interpore Stockholders' Meeting") to consider this Agreement and the Merger (the "Joint Proxy Statement/Prospectus") shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the stockholders of OSI and LRCCross or Interpore, at the time of the LRC Stockholders Cross Stockholders' Meeting or and the OSI Stockholders Meeting, or Interpore Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the LRC Stockholders Cross Stockholders' Meeting or the OSI Stockholder Interpore Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to Cross or information any of its Affiliates, officers or directors should be discovered by LRC Cross which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, LRC Cross shall promptly inform OSI. Notwithstanding the foregoing, LRC makes no representation, warranty or covenant with respect to any information supplied by OSI which is contained in any of the foregoing documentsInterpore.

Registration Statement; Joint Proxy Statement/Prospectus. The -------------------------------------------------------- information to be supplied by LRC National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Registration Statement shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by LRC National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Joint Proxy Statement to be sent to the stockholders of LRC and stockholders of OSI in connection with the LRC Stockholders Meeting and the OSI Stockholders Meeting Statement/Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the stockholders of OSI and LRCNational Media or ValueVision, at the time of the LRC Stockholders National Media Stockholders' Meeting or and the OSI Stockholders Meeting, or ValueVision Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it A-24 ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇e, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the LRC Stockholders National Media Stockholders' Meeting or the OSI Stockholder ValueVision Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to National Media or information any of its Affiliates, officers or directors should be discovered by LRC National Media which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, LRC National Media shall promptly inform OSI. Notwithstanding the foregoing, LRC makes no representation, warranty or covenant with respect to any information supplied by OSI which is contained in any of the foregoing documentsValueVision.

Registration Statement; Joint Proxy Statement/Prospectus. The -------------------------------------------------------- (a) Subject to the accuracy of the representations of Parent and Merger Sub in Section 3.13: (i) the information supplied by LRC the Company for inclusion in the Registration Statement shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading. The ; and (ii) the information supplied by LRC the Company for inclusion or incorporation by reference in the Proxy Statement joint proxy statement/prospectus to be sent to the stockholders of LRC and stockholders of OSI the Company in connection with the LRC Company Stockholders Meeting and to the stockholders of Parent in connection with the Parent Stockholders Meeting (the Company Stockholders Meeting and the OSI Parent Stockholders Meeting shall together being referred to as the "Stockholders Meetings"; and such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus") will not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the stockholders of OSI and LRC, at the time of the LRC Stockholders Meeting or the OSI Stockholders Meeting, or at the Effective Timerespective times of the Stockholders Meetings, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any 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 are made, therein not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier written communication to stockholders with respect to the solicitation of proxies for the LRC Stockholders Meeting or the OSI Stockholder Meeting Meetings which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. . (b) If at any time prior to the Effective Time respective vote of stockholders at the Stockholders Meetings, any event relating to the Company or information should be any of its respective affiliates, officers or directors is discovered by LRC the Company which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, LRC the Company shall promptly inform OSI. Parent and Merger Sub. (c) The Joint Proxy Statement/Prospectus (to the extent it relates to information supplied by the Company for inclusion or incorporation by reference) shall comply in all material respects with the requirements of all applicable laws, including the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, LRC the Company makes no representation, representation or warranty or covenant with respect to any information supplied by OSI which Parent or Merger Sub or any third party that is contained or incorporated by reference in, or furnished in any of connection with the foregoing documentspreparation of, the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. The -------------------------------------------------------- information supplied by LRC Silknet for inclusion in the registration statement of Kana on Form S-4 pursuant to which shares of Kana Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement ------------ Statement") shall not contain, at the time the Registration Statement (including any amendments or supplements thereto) is --------- declared effective by the SEC contain SEC, any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which with they were made, not misleading. The information supplied by LRC Silknet for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement Statement/Prospectus") to be sent to the -------------------------------- stockholders of LRC and stockholders of OSI Silknet in connection with the LRC Stockholders Meeting special meeting of Silknet stockholders to consider this Agreement and the OSI Merger (the "Silknet ------- Stockholders Meeting Meeting") and to the stockholders of Kana in connection with the -------------------- special meeting of Kana stockholders to consider the issuance of Kana Common Stock in connection with the Merger (the "Kana Stockholders Meeting") shall not, ------------------------- on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the stockholders of OSI Kana and LRCSilknet, at the time of the LRC Stockholders Meeting or the OSI Silknet Stockholders Meeting, at the time of the Kana Stockholders Meeting or at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it was made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement/Prospectus not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the LRC Kana Stockholders Meeting or the OSI Stockholder Silknet Stockholders Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to Silknet or information any of its affiliates should be discovered by LRC Silknet which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, LRC Silknet shall promptly inform OSI. Notwithstanding the foregoing, LRC makes no representation, warranty or covenant with respect to any information supplied by OSI which is contained in any of the foregoing documentsKana.

Registration Statement; Joint Proxy Statement/Prospectus. The -------------------------------------------------------- information supplied by LRC DARA or required to be supplied by DARA (except to the extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the Registration Statement Statement, or any amendment or supplement thereto, shall not not, at the time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC, is amended or supplemented or is declared effective by the SEC SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by LRC DARA or required to be supplied by DARA (except to the extent revised or superseded by amendments or supplements) for inclusion in the Joint Proxy Statement to be sent to the stockholders of LRC and stockholders of OSI in connection with the LRC Stockholders Meeting and the OSI Stockholders Meeting Statement/Prospectus shall not, on the date the Joint Proxy Statement Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the Point’s stockholders of OSI and LRCDARA’s stockholders, at the time of the LRC Point Stockholders Meeting or and the OSI DARA Stockholders Meeting, or at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of Point for the LRC Point Stockholders Meeting or by or on behalf of DARA for the OSI Stockholder DARA Stockholders’ Meeting which has become false or misleading. The Registration Statement and Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the Securities Act and the rules and regulations promulgated of the SEC thereunder. If at any time prior to the Effective Time any event or information should be discovered by LRC which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, LRC shall promptly inform OSI. Notwithstanding the foregoing, LRC DARA makes no representation, warranty or covenant with respect to any information supplied or required to be supplied solely by OSI Point or Merger Sub which is contained in or omitted from any of the foregoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. The -------------------------------------------------------- information to be supplied by LRC ValueVision or its Subsidiaries or about ValueVision or its Subsidiaries by ValueVision's agents for inclusion in the registration statement on Form S-4 pursuant to which shares of Parent Common Stock issued in the Mergers will be registered under the Securities Act (the "Registration Statement Statement"), shall not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by LRC ValueVision or its Subsidiaries for inclusion in the Proxy Statement A-15 23 joint proxy statement/prospectus to be sent to the stockholders of LRC National Media and stockholders of OSI ValueVision in connection with the LRC Stockholders Meeting meeting of ValueVision' stockholders (the "ValueVision Stockholders' Meeting") and the OSI Stockholders Meeting meeting of National Media's stockholders (the "National Media Stockholders' Meeting") to consider this Agreement and the Mergers (the "Joint Proxy Statement/Prospectus") shall not, on the date the Joint Proxy Statement Statement/Prospectus is first mailed to the stockholders of OSI and LRCValueVision or National Media, at the time of the LRC Stockholders ValueVision Stockholders' Meeting or and the OSI Stockholders Meeting, or National Media Stockholders' Meeting and at the Effective Time, contain any statement which, at such timetime and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the LRC Stockholders ValueVision Stockholders' Meeting or the OSI Stockholder National Media Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to ValueVision or information any of its Affiliates, officers or directors should be discovered by LRC ValueVision which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, LRC ValueVision shall promptly inform OSI. Notwithstanding the foregoing, LRC makes no representation, warranty or covenant with respect to any information supplied by OSI which is contained in any of the foregoing documentsNational Media.