2 Amended Complaint - Class Action 06/19/2003 - Securities Class

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORID A CASE NO. 03-CV- 20459 -MARTINEZ/DUB E AMY LIU and ANTOINE KASPRZAK, on behalf of themselves and all others similarly situated, Plaintiffs , vs .

CREDIT SUISSE FIRST BOSTON CORPORATION, CREDIT SUISSE FIRST BOSTON, INCORPORATED, CREDIT SUISSE FIRST BOSTON-USA, CREDIT SUISSE FIRST BOSTON, CREDIT SUISSE GROUP, AIRSPAN NETWORKS, INC ., BSQUARE CORP ., BLUE COAT SYSTEMS, INC . (FORMERLY "CACHEFLOW, INC ."), COMMERCE ONE, INC., CORILLIAN CORP., CENTILLIUM COMMUNICATIONS, INC ., E MACHINES, INC., EFFICIENT NETWORKS, INC ., EPIPHANY, INC ., HANDSPRING, INC ., INTERNAP NETWORK SERVICES CORP ., LANTE CORP . (SBI AND COMPANY, real party in interest ), LIGHTSPAN PARTNERSHIP, INC ., MCDATA CORPORATION, NEW FOCUS, INC ., SIMPLEX SOLUTIONS, INC . (CADENCE DESIGN SYSTEMS, INC ., real party in interest), SUPPORTSOFT, INC . (formerly "SUPPORT .COM"), TANNING TECHNOLOGY CORP ., TUMBLEWEED COMMUNICATIONS CORP . ,

AMENDED COMPLAINTCLASS ACTIO N JURY TRIAL DEMANDE D

Defendants .

Come now the plaintiffs and hereby offer this amended complaint which is substituted fo r and replaces the original complaint . All defendants in the original complaint which are not i n this amended complaint are hereby dismissed without prejudice .

Plaintiffs makes the following allegations , except as to allegations specifically pertaining to Plaintiffs and their counsel, based upon the investigation undertaken by Plaintiffs' counsel , which included without limitation : (a) reviews of documents from the Credit Suisse First Bosto n Corporation and its Technology Group relating to the solicitation, execution, pricing, sales, an d tracking of securities offerings for the corporate issuers named herein ; (b) reviews of compute r files from Credit Suisse First Boston Corporation and its Technology Group relating to th e solicitation, execution, pricing, sales, and tracking of securities offerings for the corporate issuer s named herein ; (c) reviews of documents and computer files from the Credit Suisse First Boston Corporation and its Technology Group relating to the interaction within the Technology Group between its investment bankers and its research analysts for the corporate issuers named herein ; (d) reviews of documents from the Credit Suisse First Boston Corporation and its Technolog y Group relating to the investment partnerships between the employees of the Technology Group and the Credit Suisse Group, Credit Suisse First Boston (the Swiss Bank), Merchant Capital , Inc., and the Credit Suisse First Boston Corporation ; (e) reviews of research reports published b y Credit Suisse First Boston Corporation relating to the corporate issuers named herein ; (f) reviews of the prospectuses of each corporate issuer named herein ; and (g) an analysis of publiclyavailable news articles and reports, stock price history data, public filings, press releases an d other matters of public records, and believe that substantial evidentiary support will exist for th e allegations set forth herein after a reasonable opportunity for discovery . NATURE OF ACTIO N This is a class action on behalf of all purchasers of the common stock of the followin g issuer companies during the Class Periods described herein : Airspan Networks, Inc. ; Bsquare Corp . ; CacheFlow, Inc . ; Commerce One, Inc . ; Corillian Corp . ; Centillium Communications, Inc .; 2

e Machines, Inc . ; Efficient Networks, Inc. ; E .piphany, Inc. ; Handspring Inc.; InterNAP Network Services Corp . ; Lante Corp . ; Lightspan Partnership, Inc . ; McData Corp .; New Focus, Inc .; Simplex Solutions , Inc . ; Support .com, Inc . ;

Tanning

Technology Corp .; Tumbleweed

Communications Corp . ; (collectively hereinafter, the "Issuers") who suffered damages as a resul t of purchasing such stocks .

SUMMARY OF CLAIMS 1 . This is an action for damages arising out of Defendants' concerted scheme t o defraud the market . Defendants conspired prior to each Issuer's IPO to manipulate the price o f numerous stocks in their post-IPO after-markets by disseminating fraudulent selling statement s instructing Investors to purchase Issuer's stock because Issuer was going to experience strong and/or increasing revenue growth in their future quarterly revenues . In conjunction with these statements . Defendants simultaneously issued fraudulently understated analyst's revenue projections that bot h CSFBC and its co-conspirator, the Issuer, believed would be exceeded by the Issuer's actual revenues. These statements regarding strong and/or increasing revenue growth were made by th e Defendants in order to condition the public market to expect "upside surprises" in the Issuer's futur e financial performance . In some blatant instances, the Pre-IPO statements indicated that the revenu e estimates were purposely under-estimated or conservative, but failed to disclose by how much . Further, in order to create upward price momentum in Issuer's stock and/or to condition the publi c market to perceive Issuer's stock as valuable and desiring of a premium valuation, Defendant s conspired to manipulate the price of numerous stocks by fraudulently understating each Issuer' s offering IPO price, and making limited disclosure to select members of the investing public .

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2 . Thereafter, Defendants conspired to artificially inflate the Issuer's post-IPO stoc k price by issuing research reports about Issuer that continued to fraudulently understate the revenu e projections that both CSFBC and its co-conspirator, the Issuer, knew would be exceeded by th e Issuer's actual revenues . Simultaneously, Defendants made statements within these same researc h reports designed to condition the public market to expect "upside surprises" (over the Defendants ' estimates ) in the actual revenues to be reported by the Issuer. These statements included reference s to the strong and/or increasing revenue growth of Issuer, as well as statements that the revenu e estimates might be under-estimated, or overly conservative, or likely to be beaten, or susceptible t o an "upside surprise," or some other similar statement suggesting that the revenue estimates were to o low. This was misleading because the Defendants knew in fact that the estimates were too lo w because they had been discounted for the very purpose of creating an "upside surprise " artifice. The purpose of these fraudulent statements was to influence the stock price to rise higher than it woul d have risen otherwise . When, in accordance with Defendants' scheme, Issuer did issue revenu e results that exceeded the publicly disseminated estimates, Defendants drew much attention to that a s a significant event within their analysts' Reports, in support of the analysts' buy recommendations . Further still, Defendants would, on occasion, fraudulently raise their remaining revenue estimate s for Issuer to additionally condition the public market to expect "upside surprises" in the Issuer' s future financial performance . 3 . The Class was damaged when the scheme by design ended , or when Defend ants' false reports were revised to approximate actual revenues (thereby eliminating the expectation o f upside surprise), or when it became publicly known that upside revenue surprises were not going to continue . The fraudulent conditioning of the market by the Defendants, as described above, t o expect continuing upside revenue surprises had artificially inflated the stock prices . Thi s 4

manipulation of the market was unknown to public investors who were damaged in excess o f $1,000,000,000, when the scheme collapsed . JURISDICTION AND VENU E 4 . This Court has jurisdiction over the subject matter of this action pursuant to 2 8 U.S.C. § 1331 and 1337, Section 27 of the Securities Exchange Act of 1934 (the "Exchange Act" ) (15 U .S.C . § 78aa), Section 22(a) of the Securities Act of 1933 (the "Securities Act") (15 U .S.C. § 77v), and 28 U .S .C . § 1367(a) . 5 . This action arises under Sections 10(b) of the Exch ange Act (15 U .S.C. § 78j(b) and 78(a)) and SEC Rule lOb-5 promulgated thereunder (17 C .F.R. § 240.1Ob-5), Section 20(a) of the Exch ange Act, Sections 12(a)(2) and 15 of the Securities Act (15 U .S .C . § § 771 (a)(2) and 77o). 6. Venue is proper in this district pursuant to Section 27 of the Exchange Act and Section 22 of the Securities Act and pursuant to the co-conspiracy venue doctrine . At all times herein mentioned, Defendant Credit Suisse First Boston Corporation maintained an office in an d transacted business in this district at 1111 Brickell Avenue, in Miami, Florida . Various acts important to Defendants' scheme were committed in this district, including, but not limited to th e publication and/or dissemination of Defendants' false statements. 7. In connection with the acts alleged in this complaint, Defendants, directly o r indirectly, used the means and instrumentalities of interstate commerce, including, but not limite d to, the mails, interstate telephone communications, and the facilities of the national securitie s markets in connection with the purchase and sale of securities .

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PARTIE S Plaintiffs 8 . Plaintiff Amy Liu, personally and as successor in interest to the estate of he r deceased husband, Peter Lin, purchased Commerce One securities in the open market during th e Commerce One Subclass Period . 9 . Plaintiff Antoine Kasprzak personally purchased 1,000 shares of Airspan Networks , Inc . securities in the open market during the Airspan Networks, Inc . Subclass Period . 10 . Plaintiff Robert Tenney, who has filed a Motion seeking appointment as Lea d Plaintiff, purchased over 20,000 shares of Commerce One Securities in the open market during the Commerce One Subclass Period . Defendants 11 . Defendant CREDIT SUISSE FIRST BOSTON CORPORATION ("CSFBC") is an investment bank. CSFBC is a corporation organized and existing under the laws of the Commonwealth of Massachusetts. At all relevant times, CSFBC was a registered broker-dealer and member of the National Association of Securities Dealers, Inc . ("NASD") . CSFBC was a lead underwriter for the initial public offerings ("IPOs") completed by each of the Issuers, defined belo w and listed in Exhibit A hereto . CSFBC maintains an office in Miami, Florida through which various false statements were disseminated . At all relevant times, CSFBC had a duty to promptl y disseminate truthful and accurate information with respect to the IPOs and the Issuers . 12. CSFBC is a wholly-owned subsidiary of Defend ant CREDIT SUISSE FIRS T BOSTON (USA), Inc . ("CSFB-USA") . CSFB-USA is also a Delaware corporation . 13 . CSFB-USA is a wholly-owned subsidiary of Defend an t CREDIT SUISSE FIRS T BOSTON, INC . ("CSFBI") . CSFBI is a Delaware corporation . 6

14 . CSFBI is jointly owned by the Defendant Swiss Bank CREDIT SUISSE FIRS T BOSTON ("CS") and the Defendant Swiss holding comp any, CREDIT SUISSE GROUP ("CSG") . CSG, in addition to partially owning CSFBI, also wholly owns CS . CS and CSG are Swiss busines s entities .

15 . On or about November 3, 2000, CS acquired an underwriter, Donaldson Lufkin & Jenre tte Inc ("DLJ"). As a result of this acquisition, CSFBI changed its org anizational structure, and CSFBC, one of CSFBI's (and CS' s) principal U .S . registered broker-dealers , became a subsidiary of DLJ, and DLJ changed its name to Credit Suisse First Boston (USA), Inc . ("CSFB-USA" ) 16 . At all material times, Frank Quattrone, George Boutros, and William ("Bill") Brad y (collectively "QBB") were employed directly by CS to manage and operate CSFBC's (and CS's ) Technology Group (the "Technology Group") . QBB, John Hodge, and Jack Tejavanija were members of the investment banking team hired to start-up the Technology Group . 17 . At times , the institutional Defendants CSFBC ( including its Technology Group) , CSFB-USA, CSFBI , CS, CSG will be referred to collectively as the "Bank Defendants. " Issuer Defendants 18. Issuer Defendant AIRSPAN NETWORKS, INC . ("Airspan") is headquartered within this district in Boca Raton, Florida . At all relevant times Eric D . Stonestrom was the Chie f Executive Officer ("CEO") for the comp any, and signed the Registration Statement for th e Offering . At all relevant times, Joseph J . Caffarelli was the Senior Vice President and Chie f Financial Officer ("CFO") for the company, and signed the Registration Statement for th e company's public offering ("Offering" ) 19. Issuer Defendant CENTILLIUM COMMUNICATIONS, INC . ("Centellium") i s headquartered in Fremont, California . At all relevant times Faraj Aalaei was the CEO and a 7

Director for the company, and signed the Registration Statement for the Offering . At all relevant times, John W . Luhtala was the Vice President and CFO for the company, an d signed the Registration Statement for the Offering . 20. Issuer Defendant CORILLIAN CORP .("Corillian") is headquartered in Beaverton , Oregon . At all relevant times Ted F . Spooner was the CEO and Chairman for the company, and signed the Registration Statement for the Offering . At all relevant times, Steven Sipowicz was the CFO and Secretary for the company, and signed the Registration Statement for the Offering . 21 . Issuer Defend ant EFFICIENT NETWORKS, INC . ("Efficient ") is headquartered in Dallas, Texas . At all relevant times Mark A. Floyd was the CEO , President , and Chairman for the company, and signed the Registration Statement for the Offering . At all relevant times, Jill S . Manning was the Vice President and CFO for the company , and signed the Registration Statement for the Offering . 22. Issuer Defendant E MACHINES, INC . ("E Machines") is headquartered in Irvine , California . At all relevant times Stephen A . Dukker was the CEO and a Director for the company , and signed the Registration Statement for the Offering . At all relevant times, Steven H . Miller was the CFO, Secretary, and Vice President for the company , and signed the Registration Statement for the Offering . 23 . Issuer Defendant LANTE CORP . (SBI AND COMPANY, real party in interest ) ("Lante") is headquartered in Chicago, Illinois . At all relevant times C. Rudy Puryear was the CEO , President, and a Director of the company, and signed the Registration Statement for the Offering . At all relevant times, Brian Henry was the Vice President and CFO for the company, and signed the Registration Statement for the Offering . 24. Issuer Defendant LIGHTSPAN PARTNERSHIP, INC . ("Lightspan") i s 8

headquartered in San Diego, California. At all relevant times John T. Kernan was the CEO and Chairman for the company, and signed the Registration Statement for the Offering . At all relevant times, Kathleen R. Mcelwee was the Vice President and CFO for the company, and signed th e Registration Statement for the Offering. 25 . Issuer Defendant MCDATA CORPORATION (" McData") is headquartered i n Broomfield, Colorado . At all relevant times John F . McDonnell was the CEO, President, and Chairman for the company, and signed the Registration Statement for the Offering . At all relevan t times , Dee J. Perry was the Vice President and CFO for the company, an d signed the Registration Statement for the Offering. 26. Issuer Defend ant

SIMPLEX SOLUTIONS, INC . (CADENCE DESIGN

SYSTEMS, INC ., real party in interest) ("Simplex") is headquartered in Sunnyvale , California . At all relevant times Penelope A . Herscher was the CEO and Chairman for the company, and signe d the Registration Statement for the Offering . At all relevant times, Luis P . Buhler was the CFO fo r the company, and signed the Registration Statement for the Offering . 27 . Issuer Defend ant

SUPPORTSOFT, INC . (formerly "SUPPORT .COM" )

("Softsuppo rt") is headquartered in Redwood City, California. At all relevant times Radha R . Basu was the CEO, President, and a Director for the company, and signed the Registration Statement fo r the Offering . At all relevant times, Brian M . Beattie was the CFO and Senior Vice President for th e company, and signed the Registration Statement for the Offering . 28. Issuer Defendant TANNING TECHNOLOGY CORP . ("Tanning") is headquartered in Denver, Colorado .

At all relevant times Larry G. Tanning was the CEO , President, and

Chairman for the company, and signed the Registration Statement for the Offering . At all relevan t

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times, Henry F. Skelsey was the Vice President, CFO, and a Director for the company, and signe d the Registration Statement for the Offering . 29. Issuer Defend ant TUMBLEWEED COMMUNICATIONS CORP . ("Tumbleweed" ) is headquartered in Redwood City, California . At all relevant times Jeffrey C . Smith was the CEO, President , and Chairman for the company, an d signed the Registration Statement for the Offering . At all relevant times, Joseph C . Consul was the Vice President and CFO for the company, an d signed the Registration Statement for the Offering . 30. The individuals identified in paragraphs 16 through 27 are hereinafter sometimes referred to as the "Issuer Individuals . " 31 . The Issuer Defendants (identified in paragraphs 16 through 27) will at times be referred to collectively as the "Issuer Defendants ." 32. The Bank Defendants and the Issuer Defendants are, at times, referred to collectivel y as the "Defendants ." GROUP PLEADIN G 33 . All Issuer Individuals are appropriately treated as a group for pleading purposes ; and it is also appropriate to presume that the false and misleading information conveyed in eac h Issuer's Registration Statements, Prospectuses, Research Reports, and other public filings, pres s releases, and other publications as alleged herein are the collective actions of the narrowly define d group of Issuer Individuals identified above . Each of the Issuer Individuals, by virtue of his hig h level position with an Issuer, directly participated and was integrally involved in the management o f the Issuer, was directly involved in the day to day operations of the Issuer and was privy t o confidential proprietary information concerning the Issuer, its operations, finances, financia l condition, products, and present and future business prospects as alleged herein . Such Issue r 10

Individuals were personally involved in drafting, producing, reviewing, authorizing, and/o r disseminating the false and misleading statements alleged herein, and/or were provided with copie s of misleading research reports by CSFBC (or the Technology Group), Issuer 's press releases, Issuer's SEC filings, and other alleged misleading publications of, or about, the Issuer prior to o r shortly after their issuance, were aware that the false and misleading statements were being issue d regarding that Issuer and approved or ratified these statements . 34 . CSFBC was a managing underwriter of each of the Issuer ' s offerings identified by their prospectus dates in Exhibit A and Exhibit B below . CSFBC had a duty to ensure that complete, accurate, and truthful information with respect to the Issuer's operations, financia l condition, earnings, and future business prospects was contained in the Registration Statement and Prospectus, pursuant to which the offering was made . As part of each offering, CSFBC purporte d to conduct or participate in an investigation known as a "due diligence" investigation, into th e financial condition, business operations, prospects and financial, accounting, and managemen t control systems of each Issuer .

CONSPIRACY AND CONCERTED ACTIO N 35 . In committing the wrongful acts alleged herein, Quattrone, Boutros, and Brad y ("QBB"), the Technology Group, CSFBC and each of the Issuer Defendants (collectively , hereinafter the "Conspirators") pursued a conspiracy, common enterprise, and/or common course o f conduct and acted in concert with and conspired with one another, in furtherance of their commo n plan, scheme, or design relating to each Issuer . During all relevant times hereto, the Conspirators , and each of them, initiated a course of conduct with the purpose and effect, inter alia, to fraudulently obtain money from the investing public by deceiving them with the artifices describe d above in paragraphs 1 and 2 . In furtherance of this plan, conspiracy, and course of conduct, the

Conspirators, and each of them, took the actions as herein set forth. All Defendants pursued the common goal of conditioning the market to ensure that increases in stock price occurred as a resul t of fraudulently preplanned events . 36. QBB, the Technology Group, and CSFBC were collectively the central actors in th e conspiracy (the "Core Conspirators"). They initiated conspiracies with each of the Issuers, creatin g nineteen different conspiracies , that operated in a nearly identical manner . These Core Conspirator s developed the system of fraud described herein, recruited the Issuer Defendants to participate in th e wrongful acts, and ultimately executed the conspiracy with each of the Issuers . 37 . Each Issuer Individual, because of his or her position of control and authority as a n officer and/or director of the Issuer, was able to and did control the contents of the various quarterl y and annual financial reports, research reports, revenue data, SEC filings, and press releases for th e Issuer with which he or she was employed . The Core Conspirators provided each Issuer Defendan t with copies of that Issuer's reports, releases, and filings alleged to have been misleading herein prio r to or shortly after their issuance and the Issuer Individuals had the ability and opportunity to preven t their issuance or to cause them to be corrected . Because of their Board membership and/o r executive and managerial positions with the Issuers, each of the Issuer Individuals had access t o non public information about that Issuer's actual revenue expectations, business, finances, an d future business prospects via access to internal corporate documents, conversations, and connection s with corporate officers and employees, attendance at Board meetings and committees thereof and via reports and information provided to them in connection therewith . 38 . The Conspirators accomplished their conspiracy, common enterprise, or commo n course of conduct of artificially inflating the price of Issuers' stock through the issuance of false an d misleading quarterly and annual reports,research reports, SEC filings and reports, and press release s 12

to the public, which manipulated, misrepresented, and failed to disclose the true facts regardin g Issuers' revenues, earnings, markets, business, management, financial condition, and futur e prospects . Each of the Conspirators was a direct and substantial participant in the conspiracy , common enterprise, and common course of conduct complained of herein . 39 . Each of the Defendant Conspirators is sued both individually and as a coconspirator, and the liability of each arises from the fact that each engaged in all or part of th e unlawful acts charged herein . In addition, there are other unknown persons, who conspired in th e commission of the wrongs alleged herein . Each of the Defendants acted knowingly or in such a reckless or grossly negligent manner as to constitute a fraud and deceit upon Issuers' shareholders . PLAINTIFFS' CLASS ACTION ALLEGATION S 40 . Plaintiffs bring this action as a class action pursuant to Federal Rule of Civi l Procedure 23(b)(1) and, in the alte rnative , (b)(3) on behalf of themselves and the members of a clas s ("Class") of Plaintiffs, consisting of all persons and entities who purchased common stock of eac h Issuer during the dates set forth below in Exhibit A, inclusive (the "Class Period"), and who wer e damaged thereby. 41 . The Class Period is comp ri sed of nineteen Subclass Periods as set forth in Exhibit A below . Each Subclass of Plaintiffs consists of all persons and entities who purchased that Issuer' s securities in the open market during that Subclass Period . Some of the Subclass Periods begin wit h the aftermarket purchases immediately subsequent to an Issuer' s initial offering, but none of th e Subclass Periods include purchases made in conjunction with the Initial Public Offering . Exclude d from the Class are the Defendants, conspirators identified herein but not sued, officers and director s of the Company, the members of their immediate families and their legal representatives , heirs , successors, or assigns, and any entity in which Defendants have or had a controlling interest . Also 13

excluded from the Class are purchasers who sold their stock during the class period and earned a profit . 42 . As alleged herein, Defend ants knowingly or recklessly disseminated materially false and misleading information to the investing public regarding, inter alia, the Issuers' revenue expectations . Defendants' conduct had the intended effect of creating false expectations amon g purchasers that the Issuers would continually exceed revenue expectations, thereby artificiall y inflating the prices Plaintiffs paid for Issuers' securities during the Class Period . 43 . Shares of Issuers' securities were outstanding and actively and openly traded on th e NASDAQ, an efficient market in which the price of the Issuers ' stocks reflected publicl y disseminated information about each Issuer, and millions of shares were traded during the Clas s Period . 44. The members of the Class are so numerous that joinder of all members i s impracticable . While the exact number of Class members is unknown to Plaintiffs at this time and can only be ascertained through appropriate discovery, Plaintiffs believe that there are at leas t thousands of members of the Class . Record owners and other members of the Class may b e identified from records maintained by the Issuers or their transfer agents and may be notified of the pendency of this action by mail, using the form of notice similar to that customarily used i n securities class actions . 45 . Plaintiffs' claims are typical of the claims of the members of the Class as al l members of the Class are similarly affected by Defendants' wrongful conduct in violation of federa l law as alleged herein . 46 . Plaintiffs will fairly and adequately protect the interests of the members of the Clas s and has retained counsel competent in class and securities litigation . 14

47 . Common questions of law and fact exist as to all members of the Class an d predominate over any questions affecting solely individual members of the Class . Among the questions of law and fact common to the Class are : a. whether the federal securities laws were violated by Defendants' acts as allege d herein; b. whether Defendants participated in and pursued the common course of conduc t complained of herein ; c. whether documents, press releases and other statements disseminated to th e investing public and the Issuers' shareholders during the Class Period misrepresented materia l facts about the business, financial condition, and future business prospects of Issuers ; d. whether statements made by Defendants to the investing public during the Class Period misrepresented material facts about the business, future prospects, and finances of th e Issuers ; e. whether the Prospectus, Analysts' Research Reports, and other public statement s made by Defendants misrepresented and/or failed to disclose material facts ; f. whether the market prices of Issuers' securities during the Class Period wer e artificially inflated due to the material misrepresentations and omissions and failure to correct the material misrepresentations and omissions complained of herein ; and g. whether the members of the Class have sustained damages and, if so, the prope r measure of damages . 48 . A class action is superior to all other available methods for the fair and efficien t adjudication of this controversy since joinder of all members is impracticable . Furthermore, as the damages suffered by individual Class members may be relatively small, the expense and burden of 15

individual litigation make it impossible for members of the Class to individually redress the wrong s done to them . There will be no difficulty in the management of this class action . THE TECHNOLOGY GROUP PITCHES : "POP AND PERFORMANCE " 49. In marketing the scheme described in paragraphs I and 2 above to prospective IP O clients, the Technology Group used Marketing Slides which broadly referred to the scheme as "Po p and Performance" of the prospective client's stock price. The "Pop" resulted from conducting a n initial public offering ("IPO") for each Issuer at a per-share offering p rice that reflected a deep discount to the true belief as to its value so that almost immediately post-IPO, the price of the issue d stock would increase to a price significantly higher than the IPO offering-price . Prior to the IPO , CS and/or CSFBC's sales staff made selective disclosures of the fact of the discounting of the IP O pricing to members of the investing public . As a result of these selective disclosures regarding th e discounting, there was informational asymmetry between "in the know" buyers and other buyers . As the "in the know buyers" bought the stock at its discounted price level, other buyers were attracted to the stock because of its signific ant price gains in that first day . As a result of this interest in the first day price gains and/or as a result of then learning of the discount, other buyer s were induced to also purchase the stock, thus creating upward price momentum- a "Pop"-up in th e stock price . 50 . The "Performance" resulted from CSFBC and each Issuer fraudulently conditionin g of the market. This was accomplished by their knowingly disseminating falsely-discounted expectations about the Issuer's prospective financial performance (including false reports o f expected revenues), while simultaneously disseminating statements to the public encouraging the m to purchase the stock because of the Issuer's strong and/or increasing revenue growth and/or th e possibility of upside surprises in Issuer's revenues versus the stated expectations . 16

CSFBC'S OPPORTUNITY TO COMMIT FRAU D 51 . Typically, investment bankers are the direct liaison between an investment bank and a company in executing an IPO . Executing IPOs, as well as other financing transactions fo r companies, is their primary employment function . 52. In July of 1998, CS hired Quattrone and several other investment bankers to run a technology investment banking group (the Technology Group) for CS and its subsidiary CSFBC . 53 . At all relevant times, the Technology Group 's operations were based in Silico n Valley . At all relevant times, Quattrone was the head of the Technology Group, and he was grante d the authority by CS and/or CSFBC to employ and terminate employees in the Technology Group a t will . 54. Quattrone was granted unusual autonomy by CS and/or CSFBC to structure the Technology Group as he saw fit, including an integration of investment banking activities with equity-research analysts' activities . 55 . In furtherance of this strategy, Quattrone established a separate research departmen t for his Technology Group ("Technology Research Team"), which included equity research analyst s that would publish CSFBC research reports on technology companies with which CSFBC di d business or was attempting do business . 56 . The Technology Research Team reported directly to Quattrone. Quattron e supervised and paid the Technology Research Team . Quattrone had the power to hire and fir e analysts . 57. Internal organizational charts, as well as organizational charts presented to clients , clearly indicated Quattrone's authority and control over both Technology Investment Banking an d Technology Equity Research . 17

58. Equity research analysts disseminate information to the public markets regarding companies' expected financial performance . This information is disseminated both orally and through the writing of periodic research reports, which are widely disseminated to the publi c market . The public markets view this information as material, and its dissemination by an analys t can affect the price of a company's stock. Here, Defendants were aware of the effect caused b y analyst reports and incorporated those reports at the core of their fraud scheme . 59. The Technology Research Team included a number of "All-Star" analysts who wer e recognized in the public marketplace and whose published reports influenced prices of the securitie s on which they reported . The prospect of receiving research coverage from one of these influentia l "All-Star" analysts in the Technology Research Team increased the likelihood that a compan y would select CSFBC for its prospective IPO . 60. The Technology Group, under Quattrone's direction, used the direct involvement o f the Technology Research Team' research analysts in all stages of the IPO process (Pre-IPO, IP O Marketing, and Post-IPO) as a marketing device to lure potential clients to its IPO practice . The public was largely unaware of the link between research and banking at CSFBC, and therefore, it trusted and relied upon CSFBC' s research reports. 61 . A Technology Group presentation slide detailed the involvement of analysts fro m the Technology Research Team in the IPO process as follows : "Pre-IPO : Significant `front-end' effort to position company's story in prospectus and roadshow ; Sales force `teach-in' to begin communicating the IPO opportunity ." "IPO Marketing : Active involvement on roadshow . . . ."

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"Post-IPO : Detailed report issued immediately after 25-day quiet perio d expires ; Timely communication with the market as company event s dictate . . . " 62 . Analysts in the Technology Research Team published research reports on each o f the companies that the Technology Group brought public in an IPO . 63 . Quattrone and the investment bankers in the Technology Group exerted direc t influence on what the research analyst in the Technology Research Team wrote in their publishe d research reports . 64 . As Forbes repo rted on September 23, 2001 : [I]n Quattrone's shop, research was expected to serve the bankers' interests . . . [O]thers say he tried to bully them . "I'll have you out of here Monday morning if you say that " . . . managing director recalls Quattrone telling an analyst who wanted to issue a less than flattering report about a client . "Do you want to work in this firm? Do you want to be a team player? When it comes time for bonus review, all this will b e remembered ." 65. The Technology Group maintained , and carried out , a policy of only part icipating in IPOs in which CSFBC was the "Lead" manager or, at a minimum, a "Co-Lead" manager of the underwriting. 66. The Lead or Co-Lead manager (also referred to as the "bookrunning" Manager(s) ) of an IPO exerts a dominant position over any other investment banking syndicate-members wh o are involved in the selling of the Issuer's stock in the IPO . This includes dominance ove r conducting the due diligence of a company's financial condition, the review and dissemination o f expectations about a company's future financial performance, and the final determination of th e company's stock price in the IPO . 19

67 . The Technology Group was able to richly capitalize on its enhanced operatin g structure , moving to the forefront in all technology IPOs. As reported in Bloomberg News on June 27, 2001, "[I]n 2000, Quattrone's group was the undisputed king of the tech initial public offerin g business . It was one of Wall Street's top moneymaking endeavors, completing 47 deals-one ou t of every four computer, software, Internet and semiconductor initial public offerings . " Additionally, on June 28, 2001, Bloomberg News issued a follow-up report stating that CSFBC wa s "the No . 1 underwriter of initial stock sales for computer, software, Internet and semiconducto r companies in 1999 and 2000, garnering 24 percent of the market ." CSFBC'S MOTIV E 68 . CSFBC, Quattrone, and each member of the Technology Group, had a direc t financial incentive to (1) conduct as many IPOs as possible, and (2) take steps to ensure that a n Issuer's stock price rose after the IPO . CSFCB and the Technology Group benefitted from the frau d scheme in the following ways : (1) payment of investment banking fees ; (2) payment related to secondary offerings ; (3) profits (actual and expected) from secret pre-IPO investments ; (4) allocations of lucrative IPO shares ; (5) increased commissions as a result of market making activity ; and (6) other ancillary benefits, including bonuses, publicity and the like . 69. CSFBC profited directly from investment banking fees collected from taking a company to IPO . The more IPOs performed, the more fees CSFBC collected . The fees CSFB C earned from the IPOs conducted for the Issuers herein exceeded $159,390,000 . 70. Quattrone and members of his Technology Group also profited directly fro m conducting as much IPO business as possible, due to a revenue-sharing agreement betwee n Quattrone and the Technology Group and CSFBC . The agreement compensated them with half o f

20

the revenue (after certain costs ) generated by the Technology Group . The profit was to be distributed by Quattrone to himself and his Technology Group employees . 71 . As The Wall Street Journal reported on May 3, 2001, " [w]ith a revenue-sharing agreement with CSFB after certain costs, the [Quattrone] group had as much as $500 million t o divide among its members in 1999, according to some former and current CSFB employees . " 72. Additionally, as The Wall Street Journal reported on November 13, 2001, "Mr . Quattrone's pay was based on production . Thus, during the heady days for technology stocks, whe n CSFB was the premier underwriter of such offerings, he earned huge annual sums that approache d $100 million, the people familiar with the firm say ." 73 . These huge fees provided CSFBC with a motive to execute the fraud scheme. 74. Analysts with CSFBC's Technology Group were also compensated from th e Technology Group's share of IPO revenue . 75 . CSFBC' s standard practice was to compensate its research analysts for their participation in generating investment banking business . As The Wall Street Journal reported o n May 6, 2002, "[ c]opies of job-offer letters from . . . Credit Suisse First Boston to candidates for research-analyst positions show that Wall Street analysts are paid, in part, for investment-banking business they help generate." 76. In addition to their financial interest in conducting as much IPO business as possible, CSFBC, Quattrone, and the members of the Technology Group (including the other investment bankers and the research analysts in the Technology Research Team) had a financial interest i n taking actions that would cause Issuers' stock prices to rise after the IPO . 77. Successfully creating a "Pop" (i.e., where an Issuer's stock price at IPO trades on it s first day at a price that is higher than its offering price) drew attention to CSFBC's IPO business . 21

CSFBC promoted its ability to create and sustain outsized economic returns . CSFBC sought t o increase future demand for its IPO services . 78. In addition, after the IPO date , CSFBC profited from its activities as a market-make r (buying and selling stocks for the public in the aftermarket for a fee) in the Issuers' stock . CSFBC and the Technology Group' s scheme was to manufacture the perception among buyers that large economic returns accrued to holders of an Issuer 's stock after a CSFBC (Technology Group) -le d IPO . This had the desired effect of attracting additional buying demand and consequently trading volume that would not otherwise have occurred . Thus, CSFBC increased its profits from marketmaking trading . 79 . Quattrone separately established for his Technology Group a private client service s group, which engaged primarily in first-day trading in certain IPOs . Accounts in this group were offered only to venture capitalists, executives of high-tech companies, and others who did business , or might do future business, with the Technology Group . These accounts were referred to internall y as "Friends of Frank ." 80. Allocations from an IPO became profitable when a stock appreciated in value fro m its IPO offering price (particularly where there was immediate appreciation) . By doling out thes e lucrative stock allocations to potential clients (the "Friends of Frank") they were consequently lure d into doing future business with Quattrone, the Technology Group, and CSFBC . 81 . In addition, Quattrone and his associates sought to profit personally from CSFBC' s underwriting activities by establishing hedge funds to invest in Issuers about to undertake an IP O with CSFBC: • Credit Suisse First Boston Venture Fund I., L.P. ;

22

• QBB Management I, LLC (the general partner of Credit Suisse First Boston Ventur e Fund I , L .P.); • Credit Suisse First Boston Technology Group Fund I, L .P. • Credit Suisse First Boston Technology Group II L .P. ; • Interwoven Equity Investors LL C • InterTrust Equity Investors LLC • Emachines Equity Investors LLC • Onvia Equity Investors LLC • CSFB Technology Holdings 2000, LLC • CSFB Technology Holdings 2001, L .P. • Credit Suisse First Boston Technology Group Fund 2001, L.P. 82. These hedge funds "purchased" pre-IPO stock from an Issuer client at prices far below the IPO offering price and then sold the stock after conducting the Issuer's IPO . As reporte d in The Wall Street Journal reported on May 3, 2001 : Mr. Quattrone and two top CSFB aides-George Boutros and Willia m Brady, his mergers and corporate-finance chiefs, respectively-were general partners of the fund through a partnership named QBB Management . The general partnership allowed the three executives to invest personally in the companies the fund invested in, some of which Mr. Quattrone's group brought public only months later . . . . [Quattrone] and two colleagues made a total of about $2 million after paying a bargain price for shares of Interwoven, Inc ., an internet software firm, a few months before CSFB took Interwoven public, according t o

regulatory filings . 83 . These funds were instrumental to the Technology Group's overall fraudulen t scheme, because inter alia , they allowed the Technology Group to curry favor with potential clients of its IPO services because of the perception that the Group would consequently have an interest i n

23

making the client's stock price rise, and also they allowed the members of the Technology Group t o profit directly from their fraudulent activities . 84. CSFBC also sought to profit from these activities , allocating money to Quattrone to similarly invest on its behalf in cheap pre-IPO stock in clients about to go public . 85. As The Wall Street Journal reported on May 3, 2001 : As part of his deal with CSFB, which he joined in 1998, Mr . Quattrone was given $25 million each year to invest for the firm in potential underwriting clients about to go public . Mr . Quattrone told associates the fund would not only help the bank win underwriting business, but deliver a rich investment return as well .

86. In addition to the hedge funds, CSFBC also engaged in pre-IPO venture capital investments in several of its IPO offerings through other venture capital affiliates . 87. CSFBC also profited from its scheme by requiring ce rtain of the Issuers to conduc t secondary offerings from which it generated lucrative fees . Additionally, CSFBC was paid fees by the Issuers to provide services in connection with other transactions . TECHNOLOGY GROUP'S AND CSFBC'S ACTUAL KNOWLEDGE (SCIENTER ) 88 . CSFBC and the Technology Group had actual knowledge that their misstatement s and omissions were fraudulent, and they engaged in a marketing effort to sell their fraudulen t scheme . As part of this effort, the Technology Group presented prospective clients with a two-fol d measure by which its IPOs were distinct from its competitors : (1) stock prices increased more on the first day of trading for CSFBC-led IPOs than its competitors ; and (2) stocks continued to increase in price in the subsequent days and months beyond the first day's closing price . In a slide (entitled "Which Firm's IPOs Have the Right Combination of Pop and Performance?") used in it s marketing presentations , CSFBC compared its perform ance to its chief competitors, Goldman Sachs 24

and Morgan Stanley, on these combined measures . CSFBC boasted that its IPOs outperformed those of its chief competitors in both the percentage of IPOs then trading above their offering price and the percentage of IPOs then trading above their first day's closing price . 89. To achieve its aim of a substantial jump in Issuers ' stock prices on the day of IP O issue, the Technology Group knowingly set the proposed offering price-range at a deep discount compared to its actual belief of the Issuers' actual value . 90. The Technology Group then communicated the actual value an d the discounte d proposed offering price-range to CSFBC' s sales staff.

In each case, this discounting was

communicated through either or both of two documents : an internal "Equity Sales Book" and a "Sales Points Broadcast." Together, these two documents were sometimes referred to as the "Sales Memo ." 91 . CSFBC's sales staff used the Sales Memo to communicate with, create interest in , and subsequently sell the Issuers' IPO stock to select members of the investing public . 92 . Both the fraudulently understated IPO offering price and CSFBC' s communicatio n of the discount to limited members of the investing public prior to the offering were material factor s that caused the price of Issuers' stock to increase during the first day trading . 93 . CSFBC established Issuers' final IPO stock prices based on this discounted price range, knowing that the price would rise . 94. On the day of the offering, as the price of Issuers' stock rose substantially, excessive demand was created for Issuers' stock . This caused the stock to rise higher in its first days o f trading than it otherwise would have, boosting the price above its true value . 95. The Technology Group and CSFBC conducted a detailed valuation analysis to for m a belief as to the actual value of Issuer's company, and to determine a stock price correspondin g 25

with that value. Part of this valuation analysis included an analysis of the relative valuations o f Issuers' comparable public companies . 96. The Technology Group employed various financial spreadsheet models i n connection with determining the Issuers' offering price . These included the "Comps model," whic h calculated the relative valuations of public companies comparable to the Issuer ; the "IPO model, " which determined the actual valuation of an Issuer's company ; the "IPO matrix," which determine d the range of valuations for an Issuer 's company equating with a range of potential IPO prices ; and/or other financial models including some hybrid combinations of the above models . 97. These models performed several functions , including determining an actual valuation of an Issuer's company ; determining the relative valuations of public companie s comparable to the Issuer's ; and determining the range of valuations for an Issuer's compan y equating with a range of potential IPO prices . 98. The Technology Group 's fraudulent understating of Issuers ' stock price range wa s often referred to as the "IPO Discount ."

In some inst ances, this discounting was performe d

explicitly in the spreadsheet models through the language used and/or the functionality of th e models . At other times the Technology Group performed the IPO Discount implicitly by setting a discounted pricing range after it completed its valuation analysis . 99. For instance, in the Technology Group's pre-IPO Sales Memo for Lightspan Partnership, Inc ., entitled "Sales Force Book," which was directed towards the CSFBC (and CSFB ) sales force, the Technology Group discussed the upcoming IPO . In that Sales Memo, the discount was referred to explicitly as the "IPO Discount R ange," and was described as "15%-25% ."

A

footnote to its valuation analysis stated that the Technology Group "Assumes IPO discount at midpoint of 15% - 25% IPO discount range." 26

100 . In each instance, CSFBC had actual knowledge of the offer price discounting, bot h because it knowingly completed the act of discounting and also because it communicated th e discount to CSFB through the inte rnal Sales Memo, and/or the inte rnal "Investment Bankin g Committee Memo" ("IBC Memo"), and/or the internal "Equity Valuation Committee Memo" ("EVC Memo") . 101 . In each instance, the Issuer had actual knowledge of the discounting described abov e because it had discussed with the Technology Group the pricing of the Issuer's stock in the IPO , and/or the Technology Group gave to the Issuer summary pages from the spreadsheet-model s described above as part of the valuation analysis . These summary pages showed the actua l valuation of the Issuer's company, the relative valuations of the Issuer's comparable publi c companies, and the range of valuations for the Issuer's company equating with a range of potentia l IPO prices . 102 . Further, prior to each IPO, CSFBC, and the Issuer conspired to, agreed to, an d subsequently established the initial forecasted quarterly and annual revenues that were to b e disseminated to the public at a substantially lower level than the actual revenues that CSFBC, th e Technology Group, and Issuer expected the Issuer would ea rn. This part of the scheme was know n as the "Performance" or "Upside Surprise," CSFB fraudulently understated revenue data in order for the Issuer ' s stock price to increase in the days an d months subsequent to the Issuer 's first day closing price .

103 . The Technology Group summarized this device , scheme, or artifice in a slide used i n a presentation to an Issuer (while the Technology group was in the process of preparing the Issuer' s IPO) :

27

"The initial street forecast" revenue and net income is structured as a level of revenue and income that enables management to continually exceed expectations based on management's expected internal plan . "Initial street forecast" revenue should approximate research analyst projections . 104 . In carrying out the scheme (where the disseminated forecast of an Issuer's future revenues was fraudulently undersstated), the Technology Group's investment bankers receive d financial information from each Issuer . This included each Issuer's internal projected incom e statement, which showed internal revenue projections . 105 . CSFBC's Technology Group bankers then inserted this information into their own financial spreadsheet model or models, which were constructed to formulaically discount th e projected annual and/or quarterly revenues inputted from the Issuer's information . In many instances, this discounting functionality was programmed into the same financial spreadsheet models described in the above paragraphs, and in those instances, those models were used t o achieve the same purpose . 106 . The discounting described above was often referred to in the Technology Group' s financial spreadsheet models with terms such as the "haircut," "waterfall," or "corporate judgment ." 107 . In the course of further developing the use of research analysts' projections in thi s scheme, the Technology Group constructed and utilized an additional financial spreadsheet model . This additional model was referred to as the "Waterfall" model , from which was derived a "Waterfall" cha rt used in many presentations. 108 . The "Waterfall" model combined several, sequential future occurrences in which a n Issuer's actual revenue in a period exceeded the revenue previously forecasted for that period, an d coupled each of these occurrences with a consequent upward revision to all remaining revenu e forecasts for Issuer . This model combined these consequent upward revisions in a pyramid fashion, 28

so that the revisions could be included in calculating the initial quarterly and annual revenues to be forecast for the Issuer, based upon what the Issuer's revenues were actually expected to be. In so doing, the Issuer's revenues actually expected to occur in future forecasted periods would, b y design, continually exceed not only the initial forecasts, but also upward revisions to the forecast s for all periods in the forecast . In some instances, the Waterfall model was merged into the sam e financial spreadsheet models described above . 109 . After conducting this understating of the Issuer's financial projection of revenues , the investment bankers of the Technology Group then distributed to both the Issuer and th e Technology Research Team's research analysts a new projected income statement for the Issuer that contained the discounted revenue projections . 110 . The Issuer then adopted, or incorporated, these discounted fin ancial projections int o the forecast information it disseminated in connection with the IPO and/or disseminated thereafter . 111 . The Technology Research Team 's research analysts then used these discounte d financial projections to create discounted financial projections for the Issuer that wer e approximately similar. As described above in paragraph 103, the goal of this aspect of the schem e or artifice was that : . . ."Initial street forecast" revenue should approximate research analys t projections . 112 . These false financial forecasts by the Technology Research Team (which were based on the discounted financial projections of the Issuer) were then used by the Technolog y Group, Technology Research Team analysts, and CSFBC in the IPO sales process of the Issuer' s stock offering .

29

113 . The Technology Group prepared its standard Sales Memo for each Issuer's IPO an d attached therein (typically in the "Equity Sales Book" portion) the Technology Research Team' s financial forecast for the Issuer, which included a projected income statement . 114 . This Sales Memo was then distributed to CSFBC' s sales force for use in buildin g market interest to sell the Issuer 's IPO. The information contained in the Sales Memo wa s communicated to members of the investing public by CSFBC's sales force, including information from the projected income statement of the Issuer, which incorporated the fraudulently understate d financial projections . The fraudulent projections were not disclosed to the public . 115 . This Sales Memo also contained selling statements instructing Investors to purchas e Issuer's stock because Issuer was going to experience strong and/or increasing revenue growth i n their future quarterly revenues . In some blatant instances these selling statements indicated that th e revenue estimates were purposely under-estimated or conservative, but failed to disclose by ho w much. 116 . After the expiration of the quiet period following the IPO, the Technology Researc h Team's research analysts published research reports on the Issuer that included a projected income statement incorporating the discounted financial projections . In all initial research reports, CSFB C rated each of the Issuers as a "Buy" or "Strong Buy ." Further, statements were made within these same research reports to condition the public market to expect "upside surprises" (over the projecte d estimates) in the actual revenues to be reported by the Issuer . These statements included reference s to the strong an d/or increasing revenue growth of Issuer, as well as statements that the revenu e estimates were under-estimated, or overly conservative, or likely to be beaten, or susceptible to a n "upside surprise," or some other similar statement suggesting that the revenue estimates were to o low. 30

CSG AND CS ASSIST AND PARTICIPATE 117 . John M . Hennessy was a member of the Board of Directors of CSG in 1998 throug h June of 2001 . He was also simultaneously Chairman of Private Equity of CS during all or part of the same period of time . 118 . Allen D . Wheat was a member of the Executive Board of CSG in 1998 through part of 2001 . He was also simultaneously Chairman of the Executive Board of CS, as well as Chie f Executive Officer of CS during all or part of the same period of time . 119 . Richard Thornburgh is a member of the Board of Directors of CSG and previousl y occupied this position in 1998 through 2001 . He also served as Chief Financial Officer and/or Chie f Risk Officer for CSG throughout the same period of time, and presently also serves as Chief Risk Officer . In addition to his duties with CSG, he was also Vice Chairman of the Executive Board o f CS from April 1, 1999 through 2000, and some or all of 2001 . Simultaneously, for all or some part of that time , he also served as Chief Financial Officer for CS. 120 . Charles Ward was a member of the Executive Board of CS in 1998, 1999, 2000, and some or all of 2001 . He was also simultaneously Co-Head of Investment Banking and Private Equity for CS during some or all of the same period of time . 121 . Defendant David A . DeNunzio was Head of Private Equity of CS in 1998, 1999 , and most or all of 2000 . 122 . Edward Nadel, an attorney, was elected Vice President of Merchant Capital, Inc . in January of 2000 . Throughout the period of time from January 1999 through December of 2000, h e served as Vice President and/or in-house counsel for the Legal and Compliance Department of C S and/or Private Equity of CS .

31

123 . Merchant Capital, Inc . ("Merchant Capital") was established on January 28, 1994 . It is and/or was incorporated in the State of Delaware . Merchant Capital is and/or was an indirec t wholly owned subsidiary of Credit Suisse First Boston Management Corporation, and has as it s parent companies CS and/or CSG . At all relevant times, David Denunzio, Allen Wheat, and Joh n Hennessy were members of the Board of Directors of Merchant Capital, and were its sole member s until January of 2000 . At all relevant times, Charles Ward was an officer and/or agent of Merchan t Capital empowered with the authority to contract on its behalf . 124 . All material commitments and capital outlays by Merchant Capital were reviewed by its Board of Directors . 125 . In July of 1998, QBB signed an employment agreement (dated June 30, 1998) wit h CS . As part of that agreement , CS agreed to establish a venture capital fund , with QBB as it s managers . Although a de . facto partnership existed between QBB and CS, a legal entity for the fund was not formed until a later time . 126 . In September 1998, QBB made the first investment in a pre-IPO Issuer, registere d under a CS subsidiary, Merchant Capital, as a holding vehicle until the fund entity was established . 127 . On January 1, 1999, QBB executed an "Operating Agreement of QBB Management I, LLC ." The agreement was signed by QBB . The Agreement stated in part the following : 6.3 Signing Authority of Certain Members . Without limiting in any way the restrictions and limitations on the authority of the Members set forth in this Agreement, any contract, agreement, deed, lease, note or other document or instrument executed on behalf of the Company by any Member shall be deemed to have been duly executed; no other Member's signature shall be required in connection with the foregoing and third parties shall be entitled to rely upon eac h 32

Member's authority under the provisions of this sentence without otherwise ascertaining that the requirements of this Agreement have bee n satisfied . 128 . In January of 1999, the Credit Suisse First Boston Venture Fund I, LP (the "Ventur e Fund") was established by execution of a "Limited Partnership Agreement" (the "Agreement" ) The Agreement was dated January 1, 1999 . It was executed with the signatures of Charles Ward a s an officer and/or agent of Merchant Capital . and of George Boutros as Managing Member and/o r autho rized agent of QBB Management I, LLC (a Delaware LLC ). The Agreement was between QBB Management and Merchant Capital, Inc . directly, but included specific contractual provision s relating to CS . 129 . The Agreement organized the capital structure of the Venture Fund as follows : Merchant Capital contributed 99% of the equity and was entitled to 80% of the profits, while QB B Management I LLC contributed 1% of the equity and was entitled to 20% of the profits . Th e Agreement provided for a total capital commitment to the Venture Fund of $75,000,000 . 130 . In addition, the Agreement stated the following : 1 .1

Specific Definitions. As used in this Agreement :

CSFB shall mean Credit Suisse First Boston, a Swiss Bank havin g international operations, together with its subsidiaries and Affiliates .

6.17 Special Investment Procedures to Protect Limited Partner (a) It is acknowledged by the Partner that the Limited Partner is a regulated entity which (directly or through Affiliates) may be engaged i n 33

business activities with actual or prospective Portfolio Companies of th e Partnership . (b) Not less than three business days prior to the closing of each Partnership investment in new Portfolio Securities (other than an investment previously authorized pursuant to this Section 6 .17), the General Partner shall provide the Limited Partner with notice (via personal delivery or facsimile) of such anticipated closing. Such notice shall include the name and principal field of business of the issuer of such Securities, the principal terms of such Securities and the number of such Securities to be acquired by the Partnership . If within two business days after such notice, the Limited Partner provides the General Partner with notice (via personal delivery or facsimile) that such investment is prohibited by this Section 6.17, the Partnership shall not consummate such investment. In the case of an excuse pursuant to Section 6 .17(c)(iii), the giving of any notice by the Limited Partner shall require the approval of the Global Head or Deputy Global Head of Corporate and Investment Banking of Credit Suisse First Boston . Any such notice shall include a reasonable description of the Limited Partner's basis for concluding that such investment is prohibited by this Section 6 .17 and, in the case of an excuse pursuant to Section 6 .17(c)(iii), such notice shall state that the approval required pursuant to the preceding sentence has been obtained . If the Limited Partner does not provide such notice in such manner, such investment shall be deemed to have been authorized pursuant to this Section 6 .17 . (c) An investment shall be prohibited by this Section 6 .17 only if such investment would : (i) Cause the Limited Partner or CSFB or an Affiliate thereof to be i n violation of the Bank Holding Company Act or any other legal or regulatory regime to which the Limited Partner or CSFB is subject, the 34

consequences of which violation would be material to the Limited Partner or CSFB and which violation cannot reasonably be avoided ; (ii) Subject the Limited Partner or CSFB or an Affiliate thereof to ne w or additional legal or regulatory requirements compliance with which would constitute a material burden that cannot reasonably by avoided ; or (iii) Legally or practically preclude or otherwise cause any adverse effect on the ability of the Limited Partner, CSFB or an Affiliate thereof to engage in activities in the ordinary course of its business, including, but not limited to, the inability or diminished ability of such Person to trade the Securities of, write research on, or otherwise deal with or in the Securities of a Portfolio Company that is the subject of the proposed investment or any other Person, provided that the adverse impact associated with such preclusion or other adverse effect is reasonably estimated by the Limited Partner to exceed $2 million in the aggregate .

7.6 Withdrawal and Removal of the General Partner; Modification of General Partner 's Authority.

(b) The General Partner may be removed by the Limited Partner, but only for Cause.

(d) In the event that none of George Boutros, William J . B . Brady, and Frank P . Quattrone are employed by the Limited Partner, CSFB or an Affiliate of the Limited Partner or CSFB, the Limited Partner may elect (via notice to the General Partner) to become co-equal with the General Partner in making management decisions for the Partnership . Followin g 35

such election, all decisions and actions specified in this Agreement to b e made or taken by the General Partner shall require the approval of the Limited Partner as well as the General Partner.

131 . On June 3, 1999, QBB Management I, LLC . filed with the state of Delaware as a partnership . 132 . On June 3, 1999, the Venture Fund filed as a partnership with the state of Delaware . Its general partner is QBB Management I, LLC (QBB are the members ) and its sole limited partner is Merchant Capital, Inc . 133 . Although QBB was responsible for contributing 1% of the capital for the Ventur e Fund with Merchant Capital contributing the remaining 99%, Merchant Capital actually funde d each investment in its entirety through August 2000 by loaning QBB its 1% portion of the contribution . Northpoint Partnership Management and CSFB Product Control each maintained a schedule and record of such payments . 134 . Beginning in the fall of 1999, CS (or one of its wholly -owned subsidiaries) create d several Limited Liability Companies through which Technology Group employees could share i n the investments held by the Venture Fund of those companies about to engage in an IPO . Each of the LLCs was established to hold only the security of the company about to launch its IPO. Employees paid the Venture Fund for a portion of the Fund's securities and, in exchange, th e Venture Fund transferred a percentage of its holdings in that particular investment to the employe e LLC . The Funds were paid directly to Merchant Capital since the Venture Fund was not ye t maintaining a separate accounting.

36

135 . Several of the above described LLCs were formed : including EMachines Equit y Investors , LLC . The table below details pertinent information regarding the EMachines LLC. Venture Fund Entity Title

EMachines Equity

Stock type

Series A

Initial

Date LLC

Date

Entity

Employees

Investment Date

Established

Subscribed

8/18/1999

10/14/1999

10/15/1999

IPO Date

3/24/200 0

Investors, LL C

136 . In January of 2000, the Board of Directors of Merchant Capital Inc . adopted chan ges to its corporation by unanimous written consent through a signed resolution entitled "Writte n Consent of Board of Directors ." At the time of that writing, and for all or some part of the tim e period prior to the writing, which writing began with the employment of Frank Quattrone, Willia m ("Bill") Brady, and George Boutros, the Board of Directors of Merchant Capital consisted entirel y of the same three members : David Denunzio, Allen Wheat, and John Hennessy . 137 . Merchant Capital expanded the number of Directors of the company to seven, and appointed as new directors Mark Patterson, Richard Thornburgh, Charles Ward, and Fran k Quattrone to serve with the three existing directors . This was significant because, inter alia, Quattrone was promoted to a position of authority over the CSG and CSFB subsidiary whic h funded his Technology Group's pre-IPO venture investing activity and this promotion placed hi m alongside executives and/or board members of CSFB and CSG in making decisions for that entity . In addition, Edward S . Nadel was elected to the office of Vice President of the Company. 138 . In addition, in that written consent, the Directors stated--

37

WHEREAS, the Company intends to form one or more funds to make investments related to the Technology Group of Credit Suisse First Boston (the "Tech Fund") for the purpose of providing investment opportunities to certain employees of the Credit Suisse First Boston business unit of Credit Suisse First Boston . . . . RESOLVED , that the appointment of the Company as the General Pa rtner, with a general partnership interest in each of the Employee Funds, i s hereby approved . . . . RESOLVED, that a special sub-committee of the Board of Directors of the Company (the "Technology Sub-Commi ttee"),

consisting of Frank

Quattrone , Richard Thornburgh, and Charles Ward be established for the purpose of managing the Tech Fund. 139 . In following through its passed resolutions , as described immediately above, Merchant Capital established in early 2000 two larger funds to allow employees of CS and/or CSFBC to invest in Venture Fund securities that were not previously offered . Credit Suisse First Boston Technology Group Fund I, LP ("Tech Fund I") was established January 7 , 2000 an d allowed employees to participate in investments made in 1998 and 1999 .

Credit Suisse First Boston

Technology Group Fund II, LP ("Tech Fund IP") was established March 22, 2000 an d encompassed all investments made in 2000 .

The two funds closed their initial funding (the date employees

subscribed) on May 3, 2000. 140 . Merch ant Capital was the sole general partner of both Tech Fund I and Tech Fund II, while the limited pa rtners for each entity were subsc ribing employees from the Technology Group. 141 . Like the employee LLCs, Tech Fund I purchased from the Venture Fund a percentage of the investments made by the Fund . 38

142 . Investments initiated in 2000 were held in a holding entity, CSFB Technolog y Holdings 2000, LLC, which was composed of the following members : Venture Fund , Tech Fund II , and EMA Partners Fund 2000, L .P . CSFB Technology Holdings 2000, LLC was established Jul y 28 of 2000, filed with the state of Delaware on July 31 of 2000. 143 . In addition to the investment by Tech Fund II in shares of Multilink as describe d immediately above, additional shares of Series B stock of Multilink were also held by the Venture Fund . 144 . Upon information and belief, CSFBC and/or CS/CSG invested additional monies i n the Issuers, with the intent of participating in the profits reaped by the fraud scheme . ISSUERS ' MOTIVE 145 . Each Issuer had a strong interest in having its stock price trade dramatically higher than the IPO offering price. Issuers believed that the IPO pop would attract additional buying demand by other investors that would not otherwise have occurred . Additionally, this perception o f large economic returns would increase the amount of publicity afforded to the Issuer from its IPO . Further, the increase in trading price increased each Issuer's market capitalization . 146 . Each Issuer also had a direct financial interest in influencing the stock price so i t would appreciate post-IPO as much as possible . This was for several reasons, including but no t limited to: (1) each Issuer's stock would be more attractive to potential purchasers in any futur e stock offerings by that Issuer because, in part, the rise in the Issuer's stock price from the IPO woul d be suggestive of further stock price rises for new purchasers, (2) any future sales of stock by the Issuer to the public at a higher stock price would raise money at a higher dollar-for-equity rate than had been garnered in the IPO, and (3) a higher stock price for the Issuer would be advantageous in seeking acquisition or merger opportunities with other companies . 39

147 . Issuer Individuals also had a direct financial incentive in having the stock price appreciate as much as possible after the IPO because they owned stock in the Issuer, and a higher stock price directly increased their personal wealth . In addition, a "lockup agreement" made with CSFBC in connection with the IPO of each Issuer prevented the Issuer Individuals from selling their shares of the Issuer for a period of time after the IPO date . It was, thus, in their best interest for the Issuer's stock price to continue to rise post-IPO, at least until such time as they could sell their shares and realize profits . Moreover, upon information and belief, each of the Issuer Individuals received compensation from the Issuer that was linked to the performance of the stock price . 148 . CSFBC and the Technology Group represented to each Issuer that a higher stock price, post-IPO, would be advantageous in effectuating further sales of the Issuer's stock in socalled "Piggyback Offerings ." CSFBC and the Technology Group also represented to Issuer Individuals that they would be able to shorten the period of time that they were required to hold their existing stock in the Issuer (as required by the "lockup agreement"), and participate as sellers in these Piggyback Offerings of Issuer's stock . 149 . As The Wall Street Journal reported on February 17, 2000, CSFB used "piggyback" transactions to accelerate corporate insider's financial gains from public offerings : Corporate executives are supposed to be bound for a time before they can cash in on the price run-ups in their companies' IPOs . But now, some executives have been given a key to indirectly open those lockup agreements . The secret lies not just in the typical `follow on' sale to an initial public offering - that is, additional sales of new stock by the company . Instead, the trendy maneuver is a hybrid stock offering dubbed a piggyback offering . 40

It works like this : Before the expiration of the traditional lockup period that keeps corporate executives and other insiders from selling, the company returns to the market with a new sale of stock that includes both new shares from the company and those held by the insiders . In the past, insiders - including venture capitalist and other founding investors-would have had to wait at least six months to sell any of their shares after an IPO . With the piggybacks, they can unload a portion of their holdings in as little as 90 days . Some of Wall Street's biggest firms, which once rigidly held new companies to lockup agreements, have eased up . . . Credit Suisse Group's Credit Suisse First Boston . . . are among the firms that have led piggyback deals so far this year. ISSUERS ' OPPORTUNITY 150 . It is unusual even among employees working for the same investment bank that investment bankers would have direct influence over, and be able to explicitly conspire with, the research analysts . 151 . As reported in Bloomberg News on May 3, 2001 : "Normally, there's a sort of dotted-line relationship between analysts and investment banking," said Samuel Hayes, a professor of investment banking at Harvard Business School . "In this case, Frank Quattrone had total supervision of these people . It was a doomed relationship ." 152 . The Technology Group and CSFBC presented to each Issuer an unusual opportunity (as described above) to manipulate upward the price of the Issuer's stock at the IPO using a discounting method, and, post-IPO, through the dissemination of false financial expectations,

41

including the publication of misleading equity research and by conditioning the market (a s described . above in paragraphs 1 and 2) . ISSUERS ' ACTUAL KNOWLEDGE (SCIENTER ) 153 . Each Issuer had actual knowledge of the fraudulently understated offering price because, as stated above in paragraphs 88-116, and incorporated herein, each Issuer had discussion s with the Technology Group regarding the pricing of the Issuer 's stock for the IPO . In conjunctio n with these pricing discussions, each Issuer received from the Technology Group summary pages as described above . These summary pages included the Technology Group's analysis of the Issuer . This analysis showed the fair valuation of the Issuer 's company, the relative valuations of comparable public companies, and a range of potential IPO prices representing alternate valuations for the Issuer 's company. 154 . Each Issuer was explicitly aware that the final pricing determination of the Issuer' s stock by CSFBC at the IPO date was based on this fraudulently understated price range because th e purpose of the discussions was to decide on the Issuer's pricing . 155 . In addition, each Issuer also had actual knowledge that the forecasts of the Issuer' s future revenues (that were to be disseminated and published) were discounted substantially belo w what the Issuer 's and CSFCB' s actual expectations were of the Issuer's future revenues . 156 . Each Issuer had actual knowledge about the discounting of revenue forecast s because the Technology Group had explained to each Issuer , in l anguage identical or similar to tha t found in the presentation referred to in paragraph 103 above, the purpose and strategy o f discounting forecasted revenues in conjunction with the IPO .

42

157 . Furthermore, each Issuer had delivered to the Technology Group's investmen t bankers, as described above in paragraph 104, the Issuer's projected income statement, showing th e Issuer's actual expected revenue projections . 158 . Each Issuer subsequently received from the Technology Group's investment bankers, as described above in paragraph 109, a new projected income statement for the Issuer that contained the fraudulently understated revenue projections . 159 . And further, prior to the IPO, bankers from the Technology Group and analysts fro m the Technology Research Team jointly met with each Issuer, as described above. At these meetings, the bankers and analysts conducted due diligence and review of a final version of eac h Issuer's discounted financial projections and/or the financial forecast by the Technology Researc h Team based on the discounted financial projections . These final meetings were documented i n CSFBC's internal EVC Memos and also in CSFBC's internal IBC Memos . 160 . Each Issuer also received from the Technology Group a copy of its projected incom e statement, which included the fraudulent financial projections . The income statement was prepare d by the analysts of the Technology Research Team for use both in selling the IPO by CSFBC and also for post-IPO research reports to be issued by the Technology Research Team . 161 . The Sales Memo was to be used by CSFBC prior to the IPO to assist its sales force in selling the Issuer's IPO. The Sales Memo included a projected income statement for the Issuer , which contained the fraudulent financial projections . 162 . Each Issuer received a copy of the research reports published by the analysts of th e Technology Research Team after the IPO . These reports included a projected income statement fo r the Issuer, with discounted financial projections .

43

MISTATEMENTS AND OMISSIONS IN UNDERWRITER'S SALES MEM O 163 . CSFBC's Sales Memo contained statements regarding the fraudulent understating o f each Issuer's IPO offering price, or offering price range . The Sales Memo was the basis fo r CSFBC's sales pitches to potential buyers of Issuers' stock . . These statements are described wit h particularity for each Issuer in Exhibit E below . 164 . These statements omitted, however, to state the material fact that the discounting o f each Issuer's offering price, or offering price range, was actually greater than was indicated in th e Sales Memo. This is because the discounting as described in the Sales Memo w as based on a comparison of stock prices to estimated revenues (typically called "revenue multiples"), yet the fac t that the estimated future revenues of the Issuer had been additionally discounted was not disclosed . 165 . CSFBC was required to disclose its fraudulent understating of Issuer's estimate d revenues because the omission made the statements regarding the discounting of each Issuer's IP O offering price, or offering price range , misleading by significantly understating the actual discount presented in the Sales Memo. 166 . Additionally, CSFBC 's Sales Memo contained statements regarding the forecaste d revenues of each Issuer, including a projected income statement for each Issuer . These statements are described with particularity for each Issuer in Exhibit E below . 167 . CSFCB omitted to state the material fact that the Issuer-forecasted quarterly and annual revenues had been fraudulently understated to a substantially lower level than the actua l revenues expected by the Issuer , CSFBC, an d the Technology Group (including the researc h analysts) . 168 . The material fact about the additional discounting of each Issuer's forecaste d revenues was a necessary disclosure . Without it, the statements in the Sales Memo regarding th e 44

forecasted revenues of each Issuer were misleading because they significantly understated the actua l amounts of revenues that were expected to be earned by each Issuer . 169 . Fu rther, CSFBC' s Sales Memo contained statements for inducing Investors to purchase Issuer's stock on the proposition that Issuer was going to experience strong and/or increasing revenue growth in their future quarterly revenues . In some instances, theses statement s indicated that the revenue estimates were purposely under-estimated or conservative, but failed t o disclose by how much . 170 . These statements omitted the material fact that the revenue estimates had bee n fraudulently understated to a substantially lower level than the actual revenues expected by th e Issuer, CSFBC, and the Technology Group (including the research analysts), and thus any "upside surprise" that occurred as a result was at least partly fictional and consequently revenue growth wa s not as strong, or increasing as fast, as it appeared to be . 171 . The misstatements and omissions in the Sales Memos, as described above, were made with CSFBC' s actual knowledge. 172 . The misstatements and omissions in the Sales Memos, as described above, were made with each Issuer's actual knowledge .

173 . The statutory safe harbor provided for forward-looking statements under ce rtain circumstances does not apply to any of the allegedly false statements pleaded herein regardin g CSFBC' s Sales Memo because those statements were made in connection with an initial public offering of stock, and such statements are excepted under 15 U.S.C. § 78u-5(b) . 174 . The " Bespeaks Caution " doctrine does not apply to the allegedly false statements pleaded herein . The false statements substantially affected the "total mix" of information provide d to investors, and there were no meaningful reasonably-specific cautionary statements that identified 45

important factors that could cause actual results to differ materially from those in the purportedly forward-looking statements ; in addition, the particular speaker knew that the particular forwardlooking statement was false, and/or the forward-looking statement was authorized and/or approved by an executive officer of CSFBC and/or of the Issuer company who knew that those statement s were false when made . MISTATEMENTS AND OMISSIONS IN EACH ISSUER'S PROSPECTU S 175 . Each Issuer's IPO Prospectus contained false statements listing p rincipal factors considered in determining the public offering price . These statements are described with particularity for each Issuer in Exhibit C . 176 . These statements omitted to state the material fact that that CSFBC, the Technolog y Group and each Issuer had knowingly established the proposed fraudulently understated offerin g price range (and consequently the public offering price) at a deep discount compared to CSFBC's , the Technology Group's and the Issuer ' s true belief of the Issuer's actual value . 177 . Defendants were required to disclose their fraudulent understanding of the offerin g price, because that fact was material . Without it, the statements in the Prospectus listing the principal factors considered in determining the public offering price were misleading because the y seriously misrepresented the actual process used to determine each Issuer's offering price . 178 . In addition, each Issuer's Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public by CSFBC' s sale s staff to create interest in, and subsequently sell the Issuer's IPO . 179 . The information about this should have been disclosed to members of the investin g public . The information was material to the price of the security and by omitting to disclose it in th e

46

Prospectus, investors who relied solely on the statements in the Prospectus (regarding the principal factors considered in determining the public offering price) were defrauded . 180 . CSFBC made the misstatements and omissions in each Issuer's IPO Prospectus, a s described above, with actual knowledge . 181 . The Issuers made the misstatements and omissions in each Issuer's IPO Prospectus , as described above, with actual knowledge . 182 . The statutory safe harbor provided for forward-looking statements under certai n circumstances does not apply to any of the allegedly false statements pleaded herein regarding the Issuers' prospectuses . To the extent , however, that there were any false forward-looking statements , the statutory safe harbor does not apply to any of the allegedly false statements pleaded herei n regarding Issuer's Prospectus because those statements were made in connection with an initia l public offering of stock, and such statements are excepted under 15 U .S.C. § 78u-5(b) of the statute . 183 . The "Bespeaks Caution" doctrine does not apply to the false statements allege d herein. Those statements substantially altered the "total mix" of information provided to investors , and there were no meaningful, reasonably-specific cautionary statements that identified importan t factors that could cause actual results to differ materially from those in the purportedly forwardlooking statements ; in addition, the particular speakers knew that the particular forward-lookin g statements were false, and/or the forward-looking statements were authorized and/or approved b y an executive officer of CSFBC and/ or of the Issuer company who knew that those statements were false when made .

47

MISTATEMENTS AND OMISSIONS IN CSFBC'S RESEARCH REPORT S 184 . CSFBC published research reports for each Issuer that contained statement s discussing the revenues of each Issuer, including a projected income statement for each Issuer . These statements are described with particularity for each Issuer in Exhibit D below . 185 . These statements failed to reveal, however, the material fact that the forecaste d quarterly and annual revenues had been artificially discounted to a substantially lower level than th e actual revenues expected by the Issuer and CSFBC, ( including its research analysts) . 186 . Defendants were required to disclose artificial discounting of each Issuer's revenue s because those revenues were a material fact . Without such disclosures, the statements in th e research reports discussing the forecasted revenues (and the projected income statement) of eac h Issuer were misleading since those statements purport to accurately present the objective beliefs o f its authors . The authors were in fact engaging in a fraudulent scheme to purposely understate th e actual revenues expected to be earned by each Issuer . Investors who relied in good faith upon th e veracity of these forecasts were duped into expecting each Issuer to earn lower revenues than wer e actually expected . 187 . Further, CSFBC made statements within these same research reports about th e strong and/or increasing revenue growth of Issuer, as well as statements that the revenue estimate s for Issuer might be under-estimated, or overly conservative, or likely to be beaten, or susceptible t o an "upside surprise," or some other similar statement suggesting that the revenue estimates were to o low. These statements were misleading because the Defendants knew in fact that the estimates were too low because they had been discounted for the very purpose of creating an "upside surprise " artifice .

48

188 . CSFBC made the misstatements and omissions in the research repo rts, as describerd above, with actual knowledge . 189 . The Issuers had actual knowledge of the misstatements and omissions made b y CSFBC in the research reports, as describerd above . 190 . The statutory safe harbor provided for forward-looking statements under certai n circumstances does not apply to any of the allegedly false statements pleaded herein regardin g CSFBC's Research Reports . Those statements merely repeated or elaborated upon statement s previously made in connection with the initial public offering of each Issuer's stock, but they di d not alter the basis of the falsehoods . . Such statements are excepted from any protection under 1 5 U.S .C. § 78u-5(b) of the statute . 191 . Alternatively, to the degree that the statutory safe harbor applies to any forwardlooking statements pleaded herein, Defendants are still liable because, the speakers knew that th e forward-looking statements were false when issued, and/or the forward-looking statements wer e authorized and/or approved by an executive officer of CSFBC, and/or of the Issuer company wh o knew that those statements were false when made . In addition, there were no meaningfu l cautionary statements identifying important factors that could cause actual results to diffe r materially from those in the purportedly forward-looking statements . 192 . The "Bespeaks Caution" doctrine does not apply to the false statements allege d herein, because those statements substantially affected the "total mix" of information provided t o investors, and there were no meaningful reasonably-specific cautionary statements that identifie d important factors that could cause actual results to differ materially from those in the purportedl y forward-looking statements . In addition, the speakers knew that the forward-looking statement s were false, and/or the forward-looking statements were authorized and/or approved by an executiv e 49

officer of CSFBC and/or of the Issuer company, who knew that those statements were false whe n made . FRAUDULENT SCHEME AND DECEITFUL COURSE OF BUSINES S 193 . The fraudulent misstatements and omissions described in paragraphs 163-192 abov e and incorporated herein were individual components of the Conspirators' larger fraudulent schem e described above in paragraphs 1-3 above, and incorporated herein . 194 . CSFBC, as the center and nexus of the conspiracy, engaged in this fraudulent scheme in its regular course of business, including the development of standardized practices an d models to assist their scheme . 195 . CSFBC repeated this fraudulent scheme with each new Issuer 's IPO performed by its Technology Group . By virtue of its repetition, this fraudulent scheme became a deceitful cours e of business for CSFBC . MATERIALITY OF FRAUD 196 . CSFBC made misstatements in its Sales Memo for each Issuer . CSFBC misstate d the actual process by which it determined each Issuer's IPO offering price or price range, and i t omitted the fact that the discounting it described in the Sales Memo was actually greater than wa s indicated . These statements and omissions were material because there was a substantial likelihoo d that a reasonable investor would consider the misstated and/or withheld information to b e significant since that information directly concerned the price at which the IPO was being offered . 197 . CSFBC, in each Issuer 's Sales Memo , also made material misstatements and omissions regarding the Issuer's forecasted revenues . CSFBC misstated the actual revenu e forecasts for each Issuer, and omitted the fact that it and the Issuer had artificially and substantiall y discounted their revenue forecasts for the Issuer . These misstatements and omissions were materia l 50

because it was substantially likely that a reasonable investor would consider the information tha t was misstated and/or withheld significant because that information directly concerned the financia l prospects of the Issuer's company, and those prospects were a material basis for determining th e price of the Issuer's stock . 198 . CSFBC and each Issuer made mate rial misstatements and omissions in Issuer's IP O Prospectus regarding the factors considered in establishing the Issuer's public offering price . CSFBC and each Issuer omitted to disclose the fact that they had knowingly established th e proposed offering price range (and consequently the public offering price) at a substantial discoun t compared to their belief of Issuer's actual market value . These misstatements and omissions were material because it was substantially likely that a reas onable investor would consider th e information significant since that information directly concerned the price at which the stock wa s offered . 199 . In conjunction with the misstatements and omissions described immediately above , CSFBC also omitted to disclose the fact that the discounting process had been communicated by it s sales staff to select members of the investing public to create interest in, and subsequently sell th e Issuer 's IPO . This omission was material because there was a substantial likelihood that a reasonable investor would have found this withheld information significant since it bore directly o n the price at which the IPO was offered and the prices at which the stock would trade after the IPO . CSFBC, in the published research repo rts for each Issuer , made material misstatements and omissions . CSFBC misstated the forecasted revenues for each Issuer ( including the projecte d income statement for each Issuer) and omitted the fact that these forecasts had been artificiall y discounted to a substantially lower level than the actually expected revenues . These misstatement s and omissions were material because there was a substantial likelihood that a reasonable investor 51

would consider the information significant because it directly concerned the financial prospects o f the Issuer's company, and those prospects were a material basis for determining the price of Issuer' s stock . 200. The fraudulent misstatements and omissions were individual components of the Conspirators ' larger fraudulent scheme (involving "Pop and Perform ance").

The intende d

combined effect of the Conspirators' fraud was to directly affect the price of an Issuer's stock b y falsely causing the stock price to jump substantially on the day of the IPO and then falsely causing i t to continue to rise and/or to sustain its growth in subsequent months . Consequently, it wa s substantially likely that a reasonable investor would consider the misstated and/or withhel d information significant since the scheme directly affected the price of the stock . RELIANCE AND TRANSACTION CAUSATIO N 201 . Each Issuer and CSFBC ( as underwriter for each Issuer 's IPO), had a fiduciary dut y to the investing public, in connection with each Issuer's IPO . Each had a fiduciary duty to offe r truthful and accurate information in the statements disseminated about the Issuer in conjunctio n with the IPO . In addition, each had a fiduciary duty to state any material fact that was necessary t o assure that the statements made were not misleading, in light of the circumstances in which the y were made . The misstatements and omissions by each Issuer and CSFBC in CSFBC' s Sales Memo breached that fiduciary duty . Plaintiffs and other members of the Class reasonably relied on th e integrity of those statements and would not have purchased the Issuer's stock at the prices they paid , or at all, if they had been aware that the market prices had been artificially and falsely inflated by Defendants' misleading statements and purposely concealed omissions . 202 . In addition, or in the alternative , the misstatements and omissions by CSFBC and each Issuer in CSFBC's Sales were used to create a market for each Issuer's stock in its IPO . 52

Plaintiffs and the other members of the Class reasonably relied on that information to create a n accurate price for the securities in advance of their being publicly traded, and would not hav e purchased the Issuer's stock at the prices paid, or at all, had they been aware that the market price s had been artificially and falsely inflated by Defendants' misleading statements and purposel y concealed omissions . 203 . Each Issuer and CSFBC (as underwriter for each Issuer's IPO), had a fiduciary dut y to offer truthful and accurate information in the statements disseminated about the Issuer in conjunction with the IPO, and to not omit to state any mate rial fact necessary to make those statements made, in light of the circumstances made, not misleading . The misstatements and omissions made by each Issuer and CSFBC in the Issuer's IPO breached that fiduciary duty . Plaintiffs and the other members of the Class reasonably relied on the integrity of those statement s and would not have purchased the Issuer's stock at the prices they paid, or at all, had they been aware that the market prices had been artificially and falsely inflated by Defendants' misleadin g statements and purposely concealed omissions . 204. In addition, or in the alternative, the misstatements and omissions made by each Issuer and CSFBC in the Issuer's IPO were used to create a market for each Issuer's stock in it s IPO . Plaintiffs and the other members of the Class reasonably relied on that information to create a fair price for the securities in advance of their being publicly traded, and would not have purchase d Issuer's stock at the prices they paid, or at all . if they had been aware that the market prices ha d been artificially and falsely inflated by Defendants ' misleading statements and purposely concealed omissions . 205. CSFBC had a fiduciary duty to the investing public to offer truthful and accurat e information in the statements it disseminated about each Issuer, and to not omit to state any materia l

53

fact necessary to make those statements made , in light of the circumstances made , not misleading . Likewise, each Issuer had an identical duty where it either co-authored statements with CSFBC, or was substantially entangled with CSFBC in the dissemination and/or creation of statements . The misstatements and omissions made by each Issuer and CSFBC in CSFBC 's research reports breached that fiduciary duty . Plaintiffs and the other members of the Class reasonably relied on th e integrity of those statements and would not have purchased the Issuer's stock at the prices they paid , or at all, had they been aware that the market prices had been artificially and falsely inflated b y Defendants' misleading statements and purposely concealed omissions . 206 . In addition, or in the alte rnative , the misstatements an d omissions by CSFBC an d each Issuer in CSFBC's research reports destroyed the integrity of the market for Issuer's stock . Plaintiffs and the other members of the Class reasonably relied on the integrity of the market fo r Issuer's stock and would not have purchased Issuer's stock at the prices they paid, or at all, if they had been aware that the market prices had been artificially and falsely inflated by Defendants ' misleading statements and purposely concealed omissions . LOSS CAUSATION 207. By reason of Defendants' false and misleading statements and omissions , the price of the Issuers' common stock was artificially inflated throughout the Class Period and all person s who purchased such stock during the Class Period, including Plaintiffs and the members of th e Class, were damaged by paying artificially inflated prices . 208. During the class period, the market value of technology IPO Stocks were based o n forecasted (forward) revenues (and/or Revenue Multiples) . As stated by CSFBC in their Researc h Reports and Sales Memos regarding Issuers' stocks :

54

[T]he market, which currently is valuing stocks based on revenu e multiples . . . (CSFBC .' Research Report: CacheFlow, Inc., 12/15/1999 ) "Like many high growth communications equipment and technolog y IPOs, [Issuer's] value is based on forward revenue multiples ."

(CSFB

Sales Memo : C'acheFlow, Inc ., 11/1999)

209. During the class period, stock prices of technology IPO Stocks rose because their actual results exceeded or beat revenue forecasts . Because CSFBC and the Issuers rigged the system, the market reacted favorably to revised projections . As stated by CSFBC in their Research Reports and Sales Memos regarding Issuers' stocks : "We believe there is material upside to our forecasts over the next few years and are therefore relatively comfo rtable paying an outsized multiple today, for the prospect of future upside"

(CSFBC Research Report :

Efficient Networks, Inc., 8/9/1999) "Reasons to Own the Stock . . . . We believe there is material upside to our forecasts over the next few years and are therefore relatively comfo rtable paying an outsized multiple today, for the prospect of future upside ." (CSFBC Research Report : Efficient Networks, Inc., 10/11/1999 ) "Given the current trading range of the stock we would be a buyer of [Issuer] on weakness , but expect our price target could rise as the potential for revenue upside remains very strong ."

(CSFBC Research Report :

CacheFlow, Inc ., 1211511999 ) "Stock is probably slightly ahead of itself but believe news flows over the next few months will be positive and upside to revenue targets ve ry probable given strong momentum . . ." (CSFBC Research Report: Efficient Networks, Inc., 8/26/1999) 55

"We believe that potential upcoming catalysts include : - Revenue ahead of our upwardly revised expectations ." (CSFBC Research Report : Handspring Inc., 1 /17/2001 ) 210. During the class period, stock prices of technology IPO Stocks rose in anticipatio n of forecasts being exceeded by actual results . As stated by CSFBC in their Research Reports an d Sales Memos regarding Issuers' stocks : "Given steady price appreciation since the IPO, we believe current price levels factor in some of the near-term upside created by an aggressive ramp-up in sales . . ."

(CSFBC Research Report : Handspring Inc.,

7/17/2000 ) 211 . CSFBC and the Issuers, by means of the misstatements and omissions, and also by the general fraud, manipulated the revenue forecasts of each Issuer so that the Issuer's actual result s would continually exceed the forecasts . 212. CSFBC' s and the Issuers' manipulation of revenues , as part of their artifice and deceptive scheme, could not continue indefinitely . This was due partly to the fact that the origina l revenue forecast established and disseminated for Issuer were set at the IPO, and the discountin g was based only upon information available at the IPO . Further, as CSFBC revised its forecasts t o create a spike, the revised forecasts began to approximate to actual performance until the tw o merged and there was no further room for an upside surprise . 213 . When each Issuer failed to continue the trend which had been established since th e IPO of consecutively an d sequentially posting actual revenue results that exceeded those which had been forecasted, the fraud effectively ended and purchasers of the inflated stocks were damaged . 214. Each Issuer's stock price suffered substantially from the discontinuation of thi s fictitious, and fraudulently created, trend of revenue outperformance relative to forecasts . 56

CS AND CSG AIDED AND ABETTED CSFBC'S FRAU D 215 . As detailed below and incorporated herein by reference , the CSFBC violated Sectio n 10(b) of the Exchange Act, 15 U .S .C . Section 78j(b), and SEC Rule I Ob-5 promulgated thereunder. This violation was independent of CS and CSG . 216 . At all relevant times, CS had a direct and active relationship with QBB and also th e Technology Group . CS directly employed QBB and simultaneously employed the remainder of th e Technology Group through CS's and CSG's wholly owned subsidiaries . In addition, the contract with

QBB provided for CS's direct, active, and continuing investment in the activities of QBB and th e Technology Group by requiring CS to create and fund venture investment funds for (and with) QBB an d the Technology Group . 217 . CS subsequently created those venture investment funds for (and with ) QBB and th e Technology Group, invested substantial sums of monies (at least $75 million) in those funds, and share d the profits from those funds (by written agreement ) with QBB and the Technology Group . 218 . CS conducted these venture investment fund activities with QBB and the Technolog y Group through its wholly owned subsidiary Merchant Capital . At all relevant times, the materia l commitments and capital outlays of Merchant Capital were reviewed and/or authorized by CS an d CSG's Board of Directors. Prior to January of 2000 , Merchant Capital's Board of Directors consiste d

entirely of executive officers and board members of CS and CSG-- including Allen Wheat (th e Chairman of the Executive Board of CS, as well as the Chief Executive Officer of CS and member o f CSG's Executive Board), John M . Hennessy (the Chairman of Private Equity of CS and member o f CSG's Board ), and David A . DeNunzio ( the Head of Private Equity of CS) . In January of 2000, th e board membership was expanded to include Richard Thornburgh (the Vice Chairman of the Executiv e Board of CS, the Chief Financial Officer of CS and CSG, and member of CSG' s Board of Directors),

Charles Ward (a member of the Executive Board of CS, and the Co-Head of Investment Banking an d 57

Private Equity for CS), and Edward Nadel (in-house consel and a member of the Legal and Compliance Department of CS and Private Equity of CS) . At all relevant times, CS and CSG had knowledge of, directed, and authorized the activities of Merchant Capital through their common executive officers and directors on the board of Merchant Capital . 219 . Although the initial funds were set up as coinvestments between CS and QBB, C S loaned QBB monies for their portion of the venture investment funds . CS authorized and allowed QBB and the Technology Group to make their first venture investment directly through one of its subsidiaries, Merchant Capital, and CS co-mingled the stock held on behalf of QBB and CS in this subsidiary with its own stock . In addition, CS sold and/or transferred stock it owned in its own subsidiaries to the venture funds of QBB and the Technology Group . CS at all times, by virtue of contractual provision, had advance notice of the venture fund investments made by QBB and the Technology Group ; further, CS at all times had the authority and power to prevent those investments and to terminate the funds .

220 . These funds were instrumental to the Technology Group's overall fraudulent scheme, because inter alia, they allowed the Technology Group to curry favor with potential clients of its IPO services, and allowed the members of the Technology Group to profit directly from their fraudulent activities . 221 . CS and CSG had a general awareness that its role was part of an overall activity that wa s improper . Executive members and/or senior managers of CS had raised concerns about the propriety and/or legality of these employee venture funds . Instead of curtailing these activities, however, CS attempted to structure the funds to distance itself from those activities in an unsuccessful attempt to avoid liability .

222 . As acknowledged by the concerns voiced by the executive officers and/or senior managers of CS (including concerns about conflicts of interest), these venture fund transactions were not part of CS or CSG's normal course of business . Prior to investing in these venture investment fund s 58

with QBB and the Technology Group, upon information and belief, CS and CSG had not engaged in business arrangements with its employees whereby CS or CSG co-invested with and/or permitted its employees (or employees of its subsidiaries), who had decision-making responsibilities regarding the underwriting of securities for corporate clients of CS (or its subsidiaries) and/or advisory relationships with corporate clients of CS (or its subsidiaries) to be direct investors in those same corporate clients . 223 . CS or CSG knew or should have known that the investments were improper, because CS and CSG had a special duty to the investing public by virtue of their underwriting, investment advisory, and broker-dealer operations . In addition, CS and CSG knew or should have known that its continuing support and financing of QBB and the Technology Group would be relied upon by th e investing public because CS's special duties to them included adequate supervision of these subgroups to ensure compliance with all applicable rules and regulations . To the extent that CS was silent, and failed to disclose the fraud or improper activities, it was at all times under a duty to disclose these for the reasons stated above . 224 . CS knowingly and substantially assisted QBB and the Technology Goup in their fraudulent scheme . CS, despite its knowledge of impropriety, committed the following acts : (1) CS established and continued to operate the initial venture funds before alternative structures were proposed, (2) CS continued to establish and operate new venture funds utilizing the alternative structures, (3) CS appointed a member of QBB (specifically, Frank Quattrone) to the Board of its sam e subsidiary (Merchant Capital) which it used to provide capital to these venture funds, (4) CS directed its subsidiary (Merchant Capital) to continue and expand its venture fund activities with QBB and the Technology Group, including the formation of new employee venture funds, and (5) CS created special sub-committees in its subsidiary (Merchant Capital) for the purposes of managing newly formed venture funds with the Technology Group and QBB .

59

225 . These activities by the common board members of CSG and Merchant Capital represented a knowing and substantial assistance to the fraudulent activities of the Technology Group, and were undertaken with CSG's actual knowledge or general awareness of the activities of the Technology Group . CSG, despite its knowledge of impropriety, authorized the following acts : (1 ) Merchant Capital to establish and continue to operate the initial venture funds before alte rn ative structures were proposed (2) Merchant Capital to establish and operate new venture funds utilizing the alte rnative structures ( or a variant thereof) proposed by outside counsel , (3) the appointment of a member of QBB (specifically , Frank Quatt rone ) to Merchant Capital 's Board , (4) Merchant Capital to continue and expand its venture fund activities with QBB and the Technology Group , including the formation of new employee venture funds , and (5) Merchant Capital ' s creation of special subcommi ttees for the purposes of managing newly formed venture funds with the Technology Group and QBB . 226 . Fu rther , at all relevant times, QBB and the Technology Group could not have ca rried out or continued their fraudulent scheme without CS and CSG' s explicit involvement . In addition, CS and CSG at all times had the authority and power to prevent the venture fund activities of the Technology Group and QBB, to terminate existing venture funds with them , to prevent future investments by those venture funds , and to terminate the employment of QBB , the Technology Group collectively , and any employee of the Technology Group individually . 227 . CS and CSG are a highly regulated entities, and some of their duties extend from that status .

CS and CSG were severely reckless in these duties or reckelessly disregarded them for the

reasons stated above . CS and CSG's reckless conduct included ignoring the truth in the face of false representations .

60

INSIDER TRADING IN THE AFTERMARKET BY CSFB C 228. After each IPO, the Bank Defendants sold the Issuer's stock that the Bank Defendants had purchased prior to the IPO through venture capital investments by the hedge fund s established by QBB and the Technology Group, and/or through other venture capital affiliates of th e Bank Defendants . 229. At the time that the Bank Defendants sold the Issuer stock that they had bought preIPO as described above, they were in possession of material, non-public information affecting the price of the publicly traded stock . 230 . The Bank Defendants were in possession of this material information both from their fiduciary role as the underwriter of each Issuer's IPO and from their complicity with eac h Issuer in the public dissemination of fraudulent information regarding the expected financia l performance of the Issuer. The dissemination of fraudulent information included the publication o f research reports by CSFBC and/or the Technology Group's research analysts that knowingly contained fraudulent information . 231 . The material information possessed by the Bank Defendants at the time of thei r stock sales included : a. That CSFBC and the Issuer had established the initial forecasted revenues tha t would be maintained and disseminated to the public by CSFBCB' s research analysts at a substantially lower level than the actual level of expected revenues which the Issuer compan y expected to earn, and CSFBC expected the Issuer company to earn, in the respective periods, suc h that actual reported revenues would exceed the forecasted revenues and thus create the fiction of a n "upside surprise ."

61

b. that the Issuer company had performed better than the research analyst s projections, in accordance with the scheme. c. that these artificial upside surprises were material, and had a positive effect o n the publicly traded stock price . d. that where multiple quarterly periods had been reported with these artificia l upside surprises, the positive effect on the publicly traded stock price had been cumulative . e. And also, that upward estimate revisions of forward quarterly and/or annual estimates of revenues and/or earnings that had occurred in the interim period since the origina l estimates disseminated in conjunction with the IPO, or immediately after the IPO, were artificia l because the upward revisions had been pre-planned prior to the dissemination of the origina l estimates and the original revenue projections had been discounted to such an extent as to allow no t only the Issuer company to beat the initial expectations, but also to allow the analyst to make multiple upward revisions to their published revenue projections which the Issuer company coul d continue to beat sequentially . f. that these artificial upward estimate revisions of forward quarterly and/or annual estimates of revenues an d/or earnings were material , and had a positive effect on the publicly trade d stock price . g. that where multiple artificial upward estimate revisions of forward quarterl y and/or annual estimates of revenues and/or earnings had occurred, the positive effect on the publicl y traded stock price had been cumulative . h. that the price at which the Underwriter was selling its Pre-IPO stock to th e public in the aftermarket was inflated by the positive effect of the artificial upside surprises and an y artificial upward estimate revisions . 62

232 . The Bank Defendants sold the Issuers' stock that they had purchased pre-IPO to th e public marketplace in the aftermarket period at prices that were inflated by these materia l misrepresentations . The Bank Defendants had knowledge of these material misrepresentations, an d were complicit in them, but the fact of the misrepresentations was unknown to the public marketplace . INSIDER TRADING IN THE FOLLOW-ON (SECONDARY) OFFERING BY THE ISSUE R 233 . This subsection applies only to those Issuers who had Secondary Offerings, as identified in Exhibit B ("Secondary Offerings") below . 234 . At the time of each Issuer's Secondary Offering, the Issuer possessed (through it s executive officers and/or directors) material, non-public information affecting the price of tha t Issuer 's publicly traded stock . 235. The Issuers sold some of their stock in the Secondary Offering at a price that wa s inflated by these material misrepresentations . Each Issuer had knowledge of these materia l misrepresentations, and were complicit in them, but the fact of the misrepresentations was unknown to the public marketplace . PURPOSEFUL DESTRUCTION OF EVIDENCE OF WRONGDOIN G 236. In anticipation of litigation, and to eliminate evidence of wrongdoing, members o f the Technology Group, at the direction of its senior management, purposely destroyed records, files , and other relevant evidence relating to the violations of securities laws alleged in this complaint . 237. On December 5, 2000, Quattrone circulated an e-mail within the Technology Grou p urging the destruction of documents by the Technology Group due to a pending investigation .

63

238. Despite circulation of a memo by CSFBC' s counsel decrying document destruction, upon information and belief, CSFCB condoned the continued destruction of evidence . In fact, afte r circulation of the CSFBC December 5, 2000 memo, a copy of the memo urging destruction wa s taped to the Technology Group shredder, where it remained despite the memo by CSFBC' s counsel . KNOWINGLY FALSE STATEMENTS- JOINT AND SEVERAL LIABILIT Y 239. The Defendants and each of them are jointly and severally liable for the alleged fraud, since, as discussed in the paragraphs above, each of them knowingly made misstatements an d omissions and each of them knew that the Plaintiffs and other Members of the Class were likely t o reasonably rely on them . 240. Therefore, the exception provided for in the Private Securities Litigation and Refor m Act ("PSLRA") which maintains that parties who make knowingly false statements in connection with securities fraud are to be held jointly and severally liable for liability in connection with tha t fraud applies herein . FIRST CLAIM : FOR VIOLATIONS OF SECTION 10(b) OF THE EXCHANGE ACT AND RULE 10b-5 PROMULGATED THEREUNDER BY BANK DEFENDANTS (B Y PLAINTIFFS AND CLASS MEMBERS AGAINST BANK DEFENDANTS ) 241 . Plaintiffs incorporate by reference and reallege the allegations as set forth above . 242. This Count is based upon Section 10 (b) of the Exchange Act, 15 U . S.C. Section 78j(b), and Rule l0b 5 promulgated thereunder . 243 . During the Class Period, the Bank Defendants, singularly and in concert, engaged i n a plan, scheme, and unlawful conspiracy and course of conduct, pursuant to which they knowingl y and/or recklessly engaged in acts, transactions, practices, and courses of business which operated a s a fraud upon Plaintiffs and other members of the Class, and made various untrue statements o f material facts and omitted to state material facts necessary in order to make the statements made not 64

misleading to Plaintiffs and other Class members . The purposes and effect of said scheme was to create the illusion of ever rising stock prices so that Bank Defendants could profit from the sale o f resulting over-priced securities owned by them, profit from increased underwriting and marke t making fees resulting from the price manipulation, and induce Plaintiffs and the members of th e Class to purchase common stock at artificially inflated prices . 244 . During the Class Period, the Bank Defendants, pursuant to said plan, scheme, an d unlawful conspiracy and course of conduct, knowingly and recklessly issued, caused to be issued , and participated in the issuance of false and misleading statements to the investing public whic h were contained in the various documents and releases specified herein, and failed to disclos e material facts to the investing public . 245 . The Bank Defendants knew or recklessly disregarded the fact that the aforesaid act s and practices, misleading statements, and omissions would adversely affect the price of eac h Issuer's common stock . 246. The Bank Defendants herein knew or recklessly disregarded the fact that th e aforesaid acts and practices, misleading statements, and omissions would adversely affect the abilit y to market the Issuer's common stock . The Bank Defendants, by acting as hereinabove described , did so knowingly or in such a reckless or grossly negligent manner as to constitute a deceit an d fraud upon Plaintiffs and the members of the Class . 247. The Bank Defendants are liable as direct particip ants in the wrongs complained o f herein. The Bank Defendants had a duty to promptly disseminate accurate and truthful informatio n with respect to Issuer's operations, financial condition, and anticipated revenues so that the price o f the Issuer's common stock would be based on truthful and accurate information . The Ban k

65

Defendants participated in the wrongdoing complained of in order to create and continue the illusion of Issuers' prospects for growth and increased profitability . 248 . As a result of the dissemination of the aforementioned false and misleading reports , releases and financial statements, the price of each Issuer's common stock was artificially inflate d throughout the Class Period . In ignorance of the purposeful scheme designed, inter alia, to creat e the expectation of ever rising stock prices, which was concealed by the Bank Defendants, Plaintiff s and the members of the Class purchased Issuer securities at artificially inflated prices relying upo n the integrity of the securities markets and were damaged thereby . 249 . Had Plaintiffs and the members of the Class known of the materially advers e information not disclosed by the Bank Defendants, they would not have purchased the securities of Issuer at all or, if so, not at the artificially inflated prices they did . 250. By virtue of the foregoing, the Bank Defendants each violated Section 10(b) of th e Exchange Act and Rule I Ob- 5 promulgated thereunder . 251 . As a direct and proximate result of Bank Defend ants' wrongful conduct, Plaintiffs and other members of the Class suffered damages in connection with their purch ases of the Issuers ' securities during the Class period . SECOND CLAIM : FOR VIOLATIONS OF SECTION 10(b) OF THE EXCHANGE ACT AND RULE 10b-5 PROMULGATED THEREUNDER BY ISSUER DEFENDANTS (BY PLAINTIFFS AND/OR CLASS MEMBERS AGAINST EACH ISSUER ) 252. Plaintiffs incorporate by reference and reallege the allegations as set forth above . 253 . This Count is based upon Section 10(b) of the Exchange Act, 15 U .S .C . Section 78j(b), and Rule I Ob 5 promulgated thereunder . 254. During the Class Period, the Issuer Defendants, singularly and in concert, engaged i n a plan, scheme, and unlawful conspiracy and course of conduct, pursuant to which they knowingl y 66

and/or recklessly engaged in acts, transactions, practices, and courses of business which operated a s a fraud upon Plaintiffs and other members of the Class, and made various untrue statements o f material facts and omitted to state material facts necessary in order to make the statements made no t misleading to Plaintiffs and other Class members . The purposes and effect of said scheme was t o create the illusion of ever rising stock prices so that Issuer Defendants could profit from the sale o f resulting over-priced securities owned by them and induce Plaintiffs and the members of the Clas s to purchase common stock at artificially inflated prices . 255 . During the Class Period, the Issuer Defendants, pursuant to said plan, scheme, an d unlawful conspiracy and course of conduct, knowingly and recklessly issued, caused to be issued , and participated in the issuance of false and misleading statements to the investing public whic h were contained in the various documents and releases specified herein, and failed to disclos e material facts to the investing public . 256. The Issuer Defendants knew or recklessly disregarded the fact that the aforesaid act s and practices , misleading statements , and omissions would adversely affect the price of the Issuer' s common stock . 257. The Issuer Defendants herein knew or recklessly disregarded the fact that th e aforesaid acts and practices, misleading statements, and omissions would adversely affect the abilit y to market the Issuer's common stock . The Issuer Defendants, by acting as hereinabove described , did so knowingly or in such a reckless or grossly negligent manner as to constitute a deceit an d fraud upon Plaintiffs and the members of the Class . 258. The Issuer Defendants are liable as direct participants in the wrongs complained o f herein. The Issuer Defendants had a duty to promptly disseminate accurate and truthful informatio n with respect to Issuer's operations, financial condition, and revenues so that the price of the Issuer' s 67

common stock would be based on truthful and accurate information . The Issuer Individuals, because of their position of control and authority, were able to and did, directly or indirectly, contro l the content of the various financial reports, statements, and press releases of Issuer . The Issuer Defendants participated in the wrongdoing complained of in order to create and continue the illusion of unpredictability of Issuers' prospects for revenue growth . 259. As a result of the dissemination of the aforementioned false an d misleading repo rt s, releases and financial statements, the price of the Issuer's common stock was artificially inflated throughout the Class Period . In ignorance of the purposeful scheme designed, inter alia, to create the expectation of ever rising stock prices, which was concealed by the Issuer Defendants, Plaintiffs and the members of the Class purchased Issuer securities at artificially inflated prices relying upo n the integrity of the securities markets and were damaged thereby . 260 . Had Plaintiffs and the members of the Class known of the materially advers e information not disclosed by the Issuer Defendants, they would not have purchased the securities o f Issuer at all or, if so, not at the artificially inflated p ri ces they did. 261 . By virtue of the foregoing, the Issuer Defendants each violated Section 10(b) of th e Exchange Act and Rule I Ob-5 promulgated thereunder . 262. As a direct and proximate result of Issuer Defend ants' wrongful conduct, Plaintiffs and other members of the Class suffered damages in connection with their purchases of the Issuers ' securities during the Class period . THIRD CLAIM : FOR CSFBC'S VIOLATIONS OF SECTION 20(a) OF THE EXCHANGE AC T (BY ALL PLAINTIFFS AND CLASS MEMBERS AGAINST CSFBC ONLY ) 263. Plaintiffs incorporate by reference and reallege the allegations as set forth above . This claim for relief is based on Section 20(a) of the Exchange Act . 68

264. As alleged above, at all relevant times CSFBC employed the Technology Group a s an agent of its corporation . CSFBC, by virtue of its corporate position of control, authority , employment, and/or contract was a controlling person of the Technology Group within the meaning of Section 20(a) of the Exchange Act. 265 . At all relevant times, pursuant to its position of control, CSFBC possessed the powe r to direct , or cause the direction of, the Technology Group' s management, operations, business, and Policies. In addition, CSFBC possessed the power to directly or indirectly control or influence th e specific corporate policy that governed the Technology Group' s management, operations , business, and Policies . As such and at all relev ant times , CSFBC was a controlling person of the Technolog y Group within Section 20(a) of the Exchange Act . 266 . In addition , CSFBC as an underwriter and/or broker and/or dealer had a duty to th e public with respect to the Technology Group . CSFBC failed in this duty by, among other things , failing to maintain adequate oversight and/or hiring and/or training standards for the Technolog y Group . Further, CSFBC failed to adequately supervise the Technology Group, and failed to enforc e any adequate st andards which they had . 267. By reason of their position of control over the Technology Group, as alleged above , CSFBC is liable jointly and severally with and to the same extent as the Technology Group is liabl e to Plaintiffs and the other members of the Class for the damages which they suffered in connectio n with their purchases of Issuers' securities during the Class Period as a result of the wrongful conduc t alleged herein .

69

FOURTH CLAIM : FOR CS'S VIOLATIONS OF SECTION 20(a) OF THE EXCHANGE ACT (BY ALL PLAINTIFFS AND CLASS MEMBERS AGAINST CS ONLY ) 268 . Plaintiffs incorporate by reference and reallege the allegations as set forth above . This claim for relief is based on Section 20(a) of the Exchange Act . 269. As alleged above, at all relevant times CS wholly owned CSFBC and/or the Technology Group . CS, by virtue of its ownership position of CSFBC and/or the Technolog y Group and control, authority, employment, and/or contract was a controlling person of CSFB C and/or the Technology Group within the meaning of Section 20(a) of the Exchange Act . 270 . At all relevant times, pursuant to its position of control , CS possessed the power t o direct , or cause the direction of, CSFBC and/or the Technology Group's management , operations , business, and Policies . In addition, CS possessed the power to directly or indirectly control o r influence the specific corporate policy which governed CSFBC and/or the Technology Group' s management, operations, business, and Policies . As such and at all relevant times, CS was a controlling person of CSFBC and/or the Technology Group within Section 20(a) of the Exchange Act. 271 . In addition, CS as an investment advisor and/or broker and/or dealer had a duty t o the public with respect to CSFBC and/or the Technology Group . CS failed in this duty by, amon g other things, failing to maintain adequate oversight and/or hiring and/or training standards fo r CSFBC and/or the Technology Group . Further, CS failed to adequately supervise CSFBC and/o r the Technology Group, and failed to enforce any adequate standards which they had . 272. By reason of their position of control over CSFBC and/or the Technology Group, as alleged above, CS is liable jointly and severally with and to the same extent as CSFBC and/or th e Technology Group is liable to Plaintiffs and the other members of the Class for the damages whic h 70

they suffered in connection with their purchases of Issuers' securities during the Class Period as a result of the wrongful conduct alleged herein. FIFTH CLAIM : FOR CSG'S VIOLATIONS OF SECTION 20(a) OF THE EXCHANGE ACT (BY ALL PLAINTIFFS AND CLASS MEMBERS AGAINST CSG ONLY ) 273 . Plaintiffs incorporate by reference and reallege the allegations as set forth above . This claim for relief is based on Section 20 (a) of the Exchange Act . 274 . As alleged above , at all relevan t times CSG wholly owned CSFBC . CSG, by virtue of its ownership position of CSFBC and/or the Technology Group and control, authority , employment, and/or contract was a controlling person of CSFBC and/or the Technology Group within the mean ing of Section 20(a) of the Exchange Act . 275 . At all relevant times, pursuant to its position of control, CSG possessed the power t o direct, or cause the direction of, CSFBC and/or the Technology Group's man agement, operations , business, and Policies . In addition, CSG possessed the power to directly or indirectly control o r influence the specific corporate policy which governed CSFBC and/or the Technology Group' s management, operations, business, and Policies. As such and at all relevant times, CSG was a controlling person of CSFBC and/or the Technology Group within Section 20(a) of the Exchange Act. 276 . In addition, CSG as an investment advisor and/or broker and/or dealer had a duty to the public with respect to CSFBC and/or the Technology Group . CSG failed in this duty by, among other things, failing to maintain adequate oversight and/or hiring and/or training standards for th e CSFBC and/or the Technology Group . Further, CSG failed to adequately supervise the Technology Group, and failed to enforce any adequate standards which they had .

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277. By reason of their position of control over CSFBC and/or the Technology Group, a s alleged above, CSG is liable jointly and severally with and to the same extent as CSFBC and/or th e Technology Group is liable to Plaintiffs and the other members of the Class for the damages whic h they suffered in connection with their purchases of Issuers ' securities during the Class Period as a result of the wrongful conduct alleged herein . SIXTH CLAIM : FOR EACH ISSUER'S VIOLATIONS OF SECTION 20(a) OF THE EXCHANGE ACT (BY ALL PLAINTIFFS AND CLASS MEMBERS AGAINST EACH ISSUER ONLY ) 278. Plaintiffs incorporate by reference and reallege the allegations as set forth above . This claim for relief is based on Section 20(a) of the Exchange Act . 279 . As alleged above , at all relev ant times each Issuer employed its Issuer Individuals . Each Issuer , by virtue of its corporate position of employment, control , and autho ri ty was a controlling person of its Issuer Individuals within the meaning of Section 20(a) of the Exchang e Act. 280. At all relevant times, pursuant to its position of control, each Issuer possessed th e power to direct, or cause the direction of, its Issuer Individuals' management, operations, business , and Policies. In addition, each Issuer possessed the power to directly or indirectly control o r influence the specific corporate policy which governed its Issuer Individuals' management , operations , business, and Policies . As such and at all relev ant times, each Issuer was a controlling person of its Issuer Individuals within Section 20(a) of the Exchange Act . 281 . By reason of its position of control over its Issuer Individuals, as alleged above, eac h Issuer is liable jointly and severally with and to the same extent as its Issuer Individuals are liable to Plaintiffs and the other members of the Class for the damages which they suffered in connectio n

72

with their purchases of each Issuer's securities during the Class Period as a result of the wrongfu l conduct alleged herein . PRAYER FOR JUDGMENT AND RELIE F WHEREFORE, Plaintiffs pray for judgment and relief as follows : I . Declaring that this lawsuit is properly maintainable as a class action an d certifying Plaintiffs as representatives of the Class ; 2 . Awarding compensatory damages against Defendants individually, jointly and severally in an amount not yet fully asce rtained, which when determined with sufficien t specificity will be alleged and proved at trial ; 3 . Prejudgment interest at the maximum rate allowable by law ; 4. Enjoining Defendants' wrongful conduct ; 5 . Awarding to Plaintiffs and the Class Members disgorgement o f Defendants' profits and commissions ; 6 . Awarding Plaintiffs their costs and disbursements and reasonabl e allowances for Plaintiffs' counsels' and experts', fees and expenses ; 7. Awarding Plaintiffs and the Class Members restitution and rescission a s permitted by law ; 8 . Punitive damages in an amount to be determined at trial ; 9. Granting such other and further relief as the Court may deem just an d proper.

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JURY TRIAL DEMAND Plaintiffs hereby demand a jury trial pursuant to Federal Rules of Civil Procedur e Rule 38(b) .

Dated:

( LL

S

De er W . ehvnen Claudio Ried i Lehtinerz Vargas & Riedi, P .A. 7700 N . Kendall Drive, Suite, 303 Miami, Florida 3315 6 (305) 279-1166 Telephone (305) 279-1365 Facsimile Iehtincaalaw .co .com m criedi@lchtinealaw

Dated:

~~

vVa A

'--q Jo G . Waits (pro bac vice admission t6 be applied for ) Dunaway & Watts, L . L. P . 15 Office Park Circle, Suite 211 Post Office Box 53116 8 8inni gham, Alabama 35223 Telephone : (205) 879-2856 Facsimile: (205) 879-2882 j ohn@dunawaywatts .com

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INDEX KEY: For Exhibits C, D , & E

"+ESTIMATES " -- Fraudulent Revenue Estimate s These statements, in both the Sales Memos and also the Research Reports, omitted to reveal the material fact that the forecasted revenues had been artificially discounted to a substantially lower level than the actual revenues expected by the Issuer, CSFBC, and the Technology Group (including the research analysts) . The material fact of the artificial discounting of the Issuer's forecasted revenues was a necessary disclosure . Without it, these statements in the research reports discussing the forecasted revenues (and the projected income statement) of each Issuer were misleading since they purport to accurately present the objective beliefs of its author(s) . The author(s) were in fact engaging in a fraudulent scheme to purposely understate the actual revenues expected to be earned by the Issuer . This fraudulent understatement of revenues complemented other statements made by them about the Issuer regarding the Issuer's prospects for strong and/or increasing revenue growth, so as to have the overall effect of creating the false appearance that Issuer was legitimately exceeding expectations, and thus result in public market being conditioned to expect "upside surprises' in Issuer's future revenue performance . These misstatements and/or omissions were made with CSFBC and the Issuer' s actual knowledge .

"+SURPRISES " -- Fraudulent Statement of Surpris e These statements are fraudulent because the Technology Group (including the research analysts), CSFBC, and the Issuer Defendant fully expected actual revenues to exceed the artificially discounted estimates . The material fact that the actual expectation of the Technology Group (including the research analysts), CSFBC, and the Issuer Defendant was that the Issuer would exceed the revenue estimate was a necessary disclosure . Without it, these statements were misleading since these statements purport to accurately present the objective beliefs of its author(s) . The author(s)were in fact fully expecting that the revenue estimate would be exceeded by the actual results since they were engaging in a fraudulent scheme to purposely understate the expected revenues . These fraudulent statements of surprise complemented other statements made about an Issuer suggesting that the revenue estimates might be under-estimated, or overly conservative, or likely to be beaten, or susceptible to an "upside surprise," or some other similar statement suggesting that the revenue estimates were too low. By conditioning the market with these latter types of statements, and then having the Issuer actually beat expectations and publishing statements of surprise or confidence at the outperformance, the sum-effect was to condition the public market to expect "upside surprises' in Issuer's future revenue performance. These misstatements and/or omissions were made with CSFBC and the Issuer' s actual knowledge .

Index Key For Exhibits C, D, E Pg # I of3

"+REVISIONS " -- Fraudulent Revisions of Revenue Statemen t These statements are fraudulent because the Technology Group (including the research analysts), CSFBC, and the Issuer Defendant fully expected actual revenues to exceed the artificially discounted estimates . The statements correcting forecasted revenues based on the fraudulent "surprises" failed to disclose the material fact that the new forecasts still included a substantial artificial discounting compared to the actual revenues expected . Further, in many instances, the statements upwardly revising the forecasted revenue expectations had been pre-planned fraudulently . The material fact that the upward revisions were not the result of an unexpected event, but were rather pre-planned, and/or that the actual expectation was that the Issuer would exceed even the new revenue estimate, was a necessary disclosure . Without it, these statements were misleading since these statements purport to accurately present the objective beliefs of its author(s) . The author(s) in fact fully expected that the new revenue estimate would be exceeded by the actual results since they continued to engage in a fraudulent scheme to purposely understate the expected revenues . These fraudulent statements of surprise complemented other statements made about an Issuer suggesting that the revenue estimates might be under-estimated, or overly conservative, or likely to be beaten, or susceptible to an "upside surprise," or some other similar statement suggesting that the revenue estimates were too low . By conditioning the market with these latter types of statements, and then having the Issuer actually beat expectations-only to publish statements of surprise or confidence at the outperformance-- the sum-effect was to condition the public market to expect "upside surprises' in Issuer's future revenue performance . These misstatements and/or omissions were made with CSFBC and the Issuer' s actual knowledge .

"+CAUTIONARY " -- Fraudulent Correction of Revenue Statemen t These were statements by an analyst about an Issuer which suggested that the revenue estimates might be under-estimated, or overly conservative, or likely to be beaten, or susceptible to an "upside surprise," or some other similar statement suggesting that the revenue estimates were too low . The material fact that the actual expectation of the Technology Group (including the research analysts), CSFBC, and the Issuer Defendant was that the Issuer would exceed the revenue estimate, as well as the material fact that the revenue estimates had been purposely, and fraudulently discounted to ensure that they would be exceeded were both necessary disclosures . Without them, these statements were misleading since these statements purported to accurately present the objective beliefs of its author(s) . The author(s)were in fact fully expecting that the revenue estimate would be exceeded by the actual results since they were engaging in a fraudulent scheme to purposely understate the expected revenues . These fraudulent statements of surprise complemented other statements made about an Issuer, as described above and incorporated herein, and had the sum-effect o f Index Key For Exhibits C, D, E Pg#2of3

conditioning the public market to expect "upside surprises" in Issuer's future revenue performanc e These misstatements and/or omissions were made with CSFBC and the Issuer' s actual knowledge .

"+GROWTH" -- Fraudulent Correction of Revenue Statemen t These statements are fraudulent because they omitted to reveal the material fact that the forecasted revenues had been artificially discounted to a substantially lower level than the actual revenues expected by the Issuer, CSFBC, and the Technology Group (including the research analysts) . The combination of this omission with these statements had the overall effect of creating the false appearance that Issuer was legitimately exceeding expectations, and thus the public market was conditioned to expect "upside surprises" in Issuer's future revenue performance . These misstatements and/or omissions were made with CSFBC and the Issuer's actual knowledge .

"+IPO Discount " -- Fraudulent Correction of Revenue Statemen t These statements are fraudulent because, et al ., they are not fully disclosed to the public, nor were they disclosed in the prospectus for the Issuer's IPO . These statements about the discounting were made through CS and/or CSFBC's sales staff only to select members of the investing public . As a result of these select disclosures regarding the discounting, there was informational asymmetry between "in the know" buyers and other buyers . These misstatements and/or omissions were made with CSFBC and the Issuer' s actual knowledge .

"+BASIS" -- Fraudulent Correction of Revenue Statemen t These statements are not necessarily fraudulent ; however, they demonstrate the Defendant's true belief that the prices of Issuers' stocks were primarily influenced by the perception of Issuer's prospects for revenue growth .

Index Key For Exhibits C, D, E Pg#3of3

EXHIBIT A : Subclass Periods an d

IPO Dates

Exhibit A : Subclass Periods and IPO Date s (Note : Subclass Periods do not include purchasers in the IPO )

obclass keta Qd

ISSUER NAME

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19

Airspan Networks, Inc. Bsquare Corp . CacheFlow , Inc. Commerce One, Inc. Corillian Corp . Centillium Communications e Machines Inc . Efficient Networks Inc . E.piphany Inc. Handspring Inc . InterNAP Network Services Corp . Lante Corp . Lightspan Partnership Inc . McData Corp . New Focus Inc . Simplex Solutions Inc . Support.com Inc. Tanning Technology Corp . Tumbleweed Communications Corp.

IPO TICKER Prospectus Date AIRN BSQR CFLO CMRC CORI CTLM EEEE EFNT EPNY HAND INAP LNTE LSPN MCDT NUFO SPLX SPRT TANN TMWD

S~bclW PerhA Be i .

Subclas s P iod Elias

11/18/1999 7/1/1999

7/20/2000 12/7/2000 12/7/2000 12/7/2000

4/12/2000

4/12/2000

5/23/2000 3/24/2000 7/ 14/ 1999 9/21/1999 6/20/2000 9/29/1999 2/10/2000 2/10/2000 8/9/2000

5/24/2000 3/24/2000

1/31/200 1 7/6/200 1 1/31/200 1 4/4/200 1 4/24/200 1 5/11/200 1 6/19/200

7/15/1999

1/2/200 1

7/19/2000

10/19/1999

5/17/2000 5/2/2001 7/18/2000 7/22/1999 8/5/1999

12/7/2000 3/2/2001 3/27/200 12/7/2000 1 3/5/200 1 12/7/2000 2/11/2000 10/3/200 2/10/2000 8/16/200 8/9/2000 3/9/2001 12/7/2000 3/6/2001 5/2/2001 10/24/200 1 7/19/2000 4/19/200 1 7/23/1999 7/5/20 0 8/6/1999 10/18/200

E XHIBIT B : Secondary Offerings

Exhibit B : Secondary Offering s

ISSUER NAi TICKER Pr

ospectus Dat~ ,~ for Secondary U#erin

Efficient Netw orks Inc . EFNT 2/2/2000 Tumbleweed Communications Corp . TMWD 7/26/2000

EXHIBIT C : Mi sstatem ents and Omiss ion s in Each I ss uer's Prospectus

Issuer Name Report Title Author (s) Prospectus Date Page Number Fraudulent Statement

Reason Why Fraudulent

Airs an Networks Inc . Prospectu s Credit Suisse First Boston, Deutsche Banc Alex . Brown, Lehman Brothers, U .S . Bancorp Piper Jaffra y July 19, 2000 71-7 2 Prior to this offering, there has been no public market for our common stock . Th e initial public offering price has been determined by negotiations between us and th e representatives . The principal factors considered in determining the public offerin g price included : • the information set forth in this prospectus and otherwise available to th e representative s • the history and the prospects for the industry in which we compete • the ability of our managemen t • the prospects for our future earning s • the present state of our development and our current financial conditio n • the general condition of the securities markets at the time of this offerin g • the recent market prices of, and the demand for, publicly-traded common stock o f generally comparable companie s This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about th e discounting of the Issuer's offering price range and offering price was a necessar y disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantage d vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer 's Prospectus (Page 1 of 19)

Issuer Name Report Title Author (s) Prospectus Date Page Number Fraudulent Statement

Reason Why Fraudulent

BS uar e Prospectu s Credit Suisse First Boston, Lehman Brothers, A .G . Edwards & Sons, Inc ., Wi t Capital Corporatio n October 19, 1999 64 Prior to this offering, there has been no public market for our common stock . The initial public offering price was determined by negotiation between us and th e underwriters and does not reflect the market price of the common stock following th e offering . The principal factors that were considered in determining the publi c offering price include : * the information in this prospectus and otherwise available to the underwriters ; * market conditions for initial public offerings ; * the history and the prospects for the industry in which we will compete ; * the ability of our management ; * the prospects for our future earnings ; * the present state of our development and our current financial condition ; * the recent market prices of, and the demand for, publicly traded common stock o f generally comparable companies ; and * the general condition of the securities markets at the time of this offering . This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about the discounting of the Issuer's offering price range and offering price was a necessar y disclosure. Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantaged vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer 's Prospectus (Page 2 of 19)

Issuer Name

Cachefl ow Inc .

Report Title

Prospectu s

Author (s)

Morgan Stanley Dean Witter, Credit Suisse First Boston, Dain Rausher Wessel s November 18, 199 9 15 Prior to this offering, you could not buy or sell our common stoc k publicly . An active public market for our common stock may not develop or b e sustained after this offering . The initial public offering price was negotiated an d determined with the representatives of the underwriters based on several factors . Thi s price may vary from the market price of the common stock after this offering . Th e market price of the common stock may fluctuate significantly in response to th e following factors : variations in our quarterly operating results ; changes in financial estimates or investment recommendations b y securities analysts ; changes in market valuations of Internet-related and networkin g companies ; announcements by us or our competitors of significant contracts , acquisitions, strategic partnerships, joint ventures or capita l commitments ; loss of a major customer ; additions or departures of key personnel ; an d fluctuations in stock market prices and volumes . This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about th e discounting of the Issuer's offering price range and offering price was a necessar y disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors who relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantaged vis-a-vis those investors who had received the selective disclosure .

Prospectus Date

Page Number Fraudulent Statement

Reason Why Fraudulent

EXHIBIT C : Misstatements and Omissions in Each Issuer 's Prospectus (Page 3 of 19)

Issuer Name

Commerce One Inc .

Report Title

Prospectu s

Author(s)

Credit Suisse First Boston, Donaldson, Lufkin & Jenrette, U .S . Bancorp Piper Jaffra y July 1, 199 9 71 Prior to this offering, there has been no public market for our commo n stock . The initial public offering price has been determined by negotiation betwee n the representatives and us . The principal factors considered in determining the publi c offering price included :

Prospectus Date Page Number Fraudulent Statement

- the information in this prospectus and available to the representatives ; - the history and the prospects for the industry in which we will compete ; - our management's ability ; - the prospects for our future earnings ; - the present state of our development and our current financial condition ; - the general condition of the securities markets at the time of thi s offering ; an d - the recent market prices of, and the demand for, publicly traded common stock o f generally comparable companies . Reason Why Fraudulent

This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about the discounting of the Issuer's offering price range and offering price was a necessar y disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to the price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantage d vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer ' s Prospectus (Page 4 of 19)

Issuer Name Report Title Author(s) Prospectus Date Page Number Fraudulent Statement

Reason Why Fraudulent

Corillian Corp . Prospectu s Credit Suisse First Boston, Chase H&Q, Donaldson, Lufkin & Jenrette, Friedma n Billings Ramse y April 12, 2002 63-64 Before this offering, there has been no public market for our common stock . Th e initial public offering price was determined by negotiation between us and th e underwriters and does not reflect the market price of the common stock following th e offering . The principal factors considered in determining the public offering pric e include : • the information in this prospectus and otherwise available to the underwriters ; • market conditions for initial public offerings ; • the history and the prospects for the industry in which we will compete ; • the ability of our management ; • the prospects for our future earnings ; present state of our development and ou r current financial condition ; • the general condition of the securities markets at the time of this offering ; an d • the recent market prices of, and the demand for, publicly traded common stock o f generally comparable companies . This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about th e discounting of the Issuer's offering price range and offering price was a necessar y disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantaged vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer ' s Prospectus (Page 5 of 19)

Issuer Name

Centillium Communications, Inc .

Report Title

Prospectus

Author (s)

Credit Suisse First Boston, Robertson Stephens, Salomon Smith Barne y May 23, 200 0 54 Prior to this offering, there has been no public market for our common stock . The initial public offering price will be determined by negotiation between us and th e underwriters . The principal factors to be considered in determining the publi c offering price include : * the information in this prospectus and otherwise available to the underwriters ; * the history and the prospects for the industry in which we will compete ; * the ability of our management ; * the prospects for our future earnings ; * the present state of our development and our current financial condition ; * the general condition of the securities markets at the time of this offering ; and * the recent market prices of, and the demand for, publicly traded common stock o f

Prospectus Date Page Number Fraudulent Statement

generally comparable companies . Reason Why Fraudulent

This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (and consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about th e discounting of the Issuer's offering price range and offering price was a necessar y disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantage d vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer ' s Prospectus (Page 6 of 19)

Issuer Name

eMachines

Report Title

Prospectu s

Author (s)

Credit Suisse First Boston, Chase H&Q, Roberston Stephens, Salomon Smith Barne y March 24, 2000 70 Prior to this offering, there has been no public market for our commo n stock . The initial public offering price has been determined by negotiation betwee n us and the underwriters . The principal factors considered in determining the publi c offering price included : the information in this prospectus and otherwise available to th e underwriters ; the history and the prospects for the industry in which we will compete ; the ability of our management ; the prospects for our future earnings ; the present state of our development and our current financia l condition ; the general condition of the securities markets at the time of thi s offering ; an d the recent market prices of, and the demand for, publicly traded common stock o f

Prospectus Date Page Number Fraudulent Statement

generally comparable companies . Reason Why Fraudulent

This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about the discounting of the Issuer's offering price range and offering price was a necessar y disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factors considered in determining the public offering price) were fraudulently disadvantaged vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer ' s Prospectus (Page 7 of 19)

Issuer Name

- Report Title Author(s)

Efficient Networks Inc

Prospectu s Credit Suisse First Boston, BancBoston Robertson Stephens, Volpe Brown Whelan

& Compan y Prospectus Date Page Number Fraudulent Statement

July 14, 1999 68 Prior to this offering, there has been no public market for the common stock . Th e initial public offering price has been determined by negotiation between us and th e representatives . The principal factors considered in determining the public offerin g price included : the information set forth in this prospectus and otherwise available t o the representatives ; the history and the prospects for the industry in which we wil l compete ; the ability of our management ; the prospects for our future earnings ; th e present state of our development and our current financial condition ; the genera l condition of the securities markets at the time of this offering ; and the recent marke t prices of, and the demand for, publicly-traded common stock of generall y

comparable companies . Reason Why Fraudulent

This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about the discounting of the Issuer's offering price range and offering price was a necessar y disclosure. Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantaged vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer 's Prospectus (Page 8 of 19)

Issuer Name Re ort Title Author(s) Prospectus Date Page Number Fraudulent Statement

Reason Why Fraudulent

E Pi han Inc . Prospectu s Credit Suisse First Boston, Hambrecht & Quist, Merrill Lynch & Co . September 21, 199 9 68 Prior to the offering, there has been no public market for our commo n stock . The initial public offering price for the common stock was determined b y negotiation between the representatives and us and does not reflect the market pric e of the common stock following the offering . Among the principal factors considere d in determining the initial public offering price were : - the information in this prospectus and otherwise available to th e representative s - market conditions for initial public offering s - the history of and prospects for the industry in which we wil l compet e - the ability of our managemen t - our prospects for our future earning s - the present state of our development and our current financia l conditio n - the recent market prices of, and the demand for, publicly traded common stock of generally comparable companies, an d - the general condition of the securities markets at the time of thi s offerin g This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about the discounting of the Issuer's offering price range and offering price was a necessar y disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors who relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantaged vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer's Prospectus (Page 9 of 19)

Handsprin g

Issuer Name

Report Title

Prospectu s

Author(s)

Credit Suisse First Boston, Merrill Lynch & Co ., Donaldson, Lufkin & Jenrette, U .S .

Bancorp Piper Jaffra y Prospectus Date Page Number Fraudulent Statement

June 20, 2000 60 Prior to this offering, there has been no public market for the common stock . Th e initial public offering price was determined by negotiation between us and th e underwriters . The principal factors considered in determining the public offerin g price include : * the information set forth in this prospectus and otherwise available to th e underwriters ; * the history and the prospects for the industry in which we will compete ; * the ability of our management ; * the prospects for our future earnings ; * the present state of our development and our current financial condition ; * the general condition of the securities markets at the time of this offering ; and * the recent market prices of, and the demand for, publicly traded common stock o f

generally comparable companies . Reason Why Fraudulent

This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about th e discounting of the Issuer's offering price range and offering price was a necessar y disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantage d vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer 's Prospectus (Page 10 of 19)

Issuer Name Report Title Author(s) Prospectus Date Page Number Fraudulent Statement

Reason Why Fraudulent

InterNAP Network Services Cor p Prospectu s MORGAN STANLEY DEAN WITTER, CREDIT SUISSE FIRST BOSTON , DONALDSON, LUFKIN & JENRETTE, HAMBRECHT & QUIST September 29, 199 9 69 Prior to this offering, there has been no public market for the common stock . Th e public offering price for the shares of common stock has been determined b y negotiations between us and the representatives of the underwriters . Among th e factors considered in determining the public offering price were our record o f operations, our current financial position and future prospects and our industry i n general, the experience of our management, sales, earnings and certain of our othe r financial and operating information in recent periods, the price-earnings ratios, price sales ratios, market prices of securities and certain financial and operatin g information of companies engaged in activities similar to ours . This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about th e discounting of the Issuer's offering price range and offering price was a necessar y disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public by CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantage d vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer's Prospectus (Page 11 of 19)

Lante Corporatio n

Issuer Name

Report Title

Prospectu s

Author(s)

Credit Suisse First Boston, Deutsche Banc Alex . Brown, Thomas Weisel Partners

Prospectus Date

February 10, 2000 60-6 1 Prior to this offering, there has been no public market for our common stock . Th e initial public offering price was determined by negotiation between us and th e representatives, and may not reflect the market price for our common stock that ma y prevail following this offering . We considered, among others, the following principa l factors in determining the initial public offering price : * the information in this prospectus and otherwise available to the representatives ; * market conditions for initial public offerings ; * the history of and prospects for the industry in which we will compete ; * our past and present operations ; * our past and present earnings and current financial position ; * the ability of our management ; * our prospects for future earnings ; * the present state of our development and our current financial condition ; * the recent prices of, and the demand for, publicly traded common stock of generall y comparable companies ; an d * the general condition of the securities markets at the time of this offering . This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about th e discounting of the Issuer's offering price range and offering price was a necessar y disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantaged vis-a-vis those investors who had received the selective disclosure .

LLC, Friedman Billings Ramsey Page Number Fraudulent Statement

Reason Why Fraudulent

EXHIBIT C : Misstatements and Omissions in Each Issuer's Prospectus (Page 12 of 19)

Issuer Name Report Title Author (s) Prospectus Date Page Number Fraudulent Statement

Reason Why Fraudulent

Li hts an Partnership, Inc . Prospectu s CREDIT SUISSE FIRST BOSTON, THOMAS WEISEL PARTNERS LLC, U .S . BANCORP PIPER JAFFRA Y February 10, 2000 79 Prior to this offering, there has been no public market for the commo n stock . The initial public offering price will be determined by negotiation between u s and the representatives . The principal factors to be considered in determining th e public offering price include the following : - the information included in this prospectus and otherwise available to th e representatives ; - market conditions for initial public offerings ; - the history of, and the prospects for, the industry in which we wil l compete ; - the ability of our management ; - the prospects for our future earnings ; - the present state of our development and our current financial condition ; - the general condition of the securities markets at the time of thi s offering ; and - the recent market prices of, and the demand for, publicly-traded common stock o f companies that are generally comparable to us . This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about the discounting of the Issuer's offering price range and offering price was a necessar y disclosure. Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantage d vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer 's Prospectus (Page 13 of 19)

Issuer Name Report Title Author (s) Prospectus Date Page Number Fraudulent Statement

Reason Why Fraudulent

McDat a Pros ectu s Credit Suisse First Boston, Deutsche Banc Alex . Brown, Merrill Lynch & Co . August 9, 2000 84 Prior to this offering, there has been no public market for the Class B common stock . The initial public offering price has been determined by negotiation between us and the representatives . The principal factors considered in determining the publi c offering price included : * the information set forth in this prospectus and otherwise available to th e representatives ; * the history and the prospects for the industry in which we will compete ; * the ability of our management ; * the prospects for our future earnings ; * the present state of our development and our current financial condition ; * the general condition of the securities markets at the time of this offering ; and * the recent market prices of, and the demand for, publicly-traded common stock o f generally comparable companies . This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about the discounting of the Issuer's offering price range and offering price was a necessar y disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in , and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantaged vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer 's Prospectus (Page 14 of 19)

Issuer Name Report Title Author(s) Prospectus Date Page Number Fraudulent Statement Reason Why Fraudulent

New Focus Prospectu s CREDIT SUISSE FIRST BOSTON, CHASE H&Q, U .S . BANCORP PIPE R JAFFRAY, CIBC WORLD MARKET S May 17, 200 0 17 The initial public offering price will be determined based on negotiations between u s and the representatives of the underwriters, based on factors that may not b e indicative of future market performanc e This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about th e discounting of the Issuer's offering price range and offering price was a necessar y disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public by CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantage d vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer 's Prospectus (Page 15 of 19)

Issuer Name Report Title Author (s) Prospectus Date Page Number Fraudulent Statement

Reason Why Fraudulent

Simplex Solutions Inc . Prospectu s Credit Suisse First Boston, Robertson Stephens, SG Cowen May 2, 200 1 87-8 8 Prior to the offering, there has been no public market for the common stock . Th e initial public offering price for the common stock was determined by negotiatio n between us and the underwriters, and does not reflect the market price for th e common stock following the offering . The principal factors considered i n determining the initial public offering price included : * the information in this prospectus and otherwise available to the underwriters ; * market conditions for initial public offerings ; * the history of and prospects for the industry in which we will compete ; * the ability of our management ; * our prospects for future earnings ; * the present state of our development and our current financial condition ; * the recent market prices of, and the demand for, publicly traded common stock o f generally comparable companies ; an d * the general condition of the securities markets at the time of this offering . This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about th e discounting of the Issuer's offering price range and offering price was a necessar y disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public by CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantage d vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer's Prospectus (Page 16 of 19)

Issuer Name Report Title Author (s) Prospectus Date Page Number Fraudulent Statement

Reason Why Fraudulent

Support .Com Inc. Prospectus Credit Suisse First Boston, Chase H&Q, Bear, Stearns & Co . Inc ., Wit SoundVie w July 18, 2000 79 Before this offering, there has been no public market for the common stock . Th e initial public offering price was determined by negotiation between us and th e representatives . The principal factors considered in determining the public offerin g price include : the information included in this prospectus ; market conditions for initial public offerings ; the history and the prospects for the industry in which we will compete ; the ability of our management ; our prospects for our future earnings ; the present state of our development and our financial condition ; the general condition of the securities markets at the time of thi s offering ; and the recent market prices of, and the demand for, publicly traded common stock o f generally comparable companie s This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about th e discounting of the Issuer's offering price range and offering price was a necessar y disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantage d vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer's Prospectus (Page 17 of 19)

Issuer Name Report Title Author (s) Prospectus Date Page Number Fraudulent Statement

Reason Why Fraudulent

Tanning Technology Corp. Prospectu s Credit Suisse First Boston, Salomon Smith Barney, CIBC World Markets , ING Barings, Adams, Harkness & Hill, Inc . July 12, 199 9 67 Prior to this offering, there has been no public market for our commo n stock . The initial public offering price has been determined by negotiation betwee n us and the representatives, and does not reflect the market price for our commo n stock following this offering . Among the principal factors considered in determinin g the initial public offering price were : the information in this prospectus and otherwise available to th e representatives ; market conditions for initial public offerings ; the history of and prospects for the industry in which we will compete ; our past and present operations ; our past and present earnings and current financial position ; the ability of our management ; our prospects for future earnings ; the present state of our development and our current financial condition ; the recent market prices of, and the demand for, publicly traded common stock o f generally comparable companies ; the general condition of the securities markets at the time of this offering ; an d other relevant factors . This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's an d the Issuer's true belief of the Issuer's actual value . The material fact about the discounting of the Issuer's offering price range and offering price was a necessar y disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantage d vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer 's Prospectus (Page 18 of 19)

Issuer Name Report Title Author (s) Prospectus Date Page Number Fraudulent Statement

Reason Why Fraudulent

Tumbleweed Communication s Prospectu s Credit Suisse First Boston, Hambrecht & Quist, ING Baring s August 5, 199 9 67 Before this offering, there has been no public market for our common stock . Th e initial public offering price has been determined by negotiation between th e representatives and us . The principal factors considered in determining the publi c offering price included : the information in this prospectus and available to th e representatives ; the history and the prospects for the industry in which we wil l compete ; our management's ability ; the prospects for our future earnings ; the presen t state of our development and our current financial condition ; the general condition o f the securities markets at the time of this offering ; and the recent market prices of, an d the demand for, publicly traded common stock of generally comparable companies . This statement is fraudulent because it omitted to state the material fact tha t CSFBC and the Issuer had knowingly set the proposed offering price range (an d consequently the public offering price) at a deep discount compared to CSFBC's and the Issuer's true belief of the Issuer's actual value . The material fact about th e discounting of the Issuer's offering price range and offering price was a necessary disclosure . Without it, the above statements are misleading because they seriousl y misrepresent the actual process used to determine each Issuer's offering price . In addition, the Prospectus omitted to state the material fact that thi s discounting had been communicated to select members of the investing public b y CSFBC, CSFB-US, or CSFBI's sales staff to create interest in, and subsequently sel l the Issuer's IPO . The information about this selective disclosure to members of th e investing public was a necessary disclosure . The information was material to th e price of the security and by omitting to disclose it in the Prospectus, investors wh o relied solely on the statements in the Prospectus (regarding the principal factor s considered in determining the public offering price) were fraudulently disadvantage d vis-a-vis those investors who had received the selective disclosure .

EXHIBIT C : Misstatements and Omissions in Each Issuer 's Prospectus (Page 19 of 19)

EXHIBIT D : Misstatem ents and Omissions in CSFBC's Research Reports

_

rye Report Title

Author(s) Date o f Statement

Page Number Fraudulen t Statement

Airspa~workji4 Inc. - AIRN

Initiating with a Buy on Airspan Network s Marc A . Cabi, Randy Abram s August 14, 2000

I We are initiating with a Buy and revenue estimates for 00/01 of 30 .5M/58 .OM and EPS estimates for 00/01 of (0 .91)/(0 .64) .

Reason Why Fraudulent

+Estimates

Report Title

Initiating with a Buy on Airspan Network s

Author (s)

Marc A . Cabi, Randy Abram s

Date o f

August 14, 2000

Statement Page Number Fraudulen t Statement Reason Why Fraudulent

3

Report Title Author(s)

Initiating with a Buy on Airspan Network s

Date o f

August 14, 200 0

We see potential for the company's large pipeline to yield upside to our projections, especially for 2001 . +Cautionar y

Marc A . Cabi, Randy Abrams

Statement Page Number

8

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 1 of 262)

Fraudulent Statement

Airspan Networks

N

Exhibit 2 Comparable Company Analysis COMPANY FYEI AIRSPAN NETWORKS INC 12199

Reason Wh y Fraudulent

+Estimates

Re ort Title

Initiating with a Buy on Airspan Network s

Author(s)

Marc A . Cabi, Randy Abrams

Date o f Statement

August 14, 2000

Page Number

9

Fraudulen t Statement

AIRN

Stoc k Price 8/11/00

Disc ./Pre m . to LTM High

Low

% Ch YTD

17 .44

.64 % 8%

NM

SHS Equity 5-Yr . E P OUT Market Gr. Rate (MIL) Value LTGR) 38 .4 $670

REVENUE CO E) C01 E

50 .0%

31 58

FIRM VALU E COO(E) C01(E ) Revs (1) Revs (1 ) 21 .6x 11 .5x

CNEW

Airspan Networks

BONN

Exhibit 3 Airspan Quarterly Operating Result s In ff ousands, except per share data

Jarmw Cwti&idad kcorne ent 1999 3101 E

---Fiscal earn December (Amounts in $000s) MarA JunA Net Sales 5,661 6 ,662

Calendar Year Totals

SepE DecE 5 .000 10 , 000

Reason Why Fraudulent

+Estimate s

Report Title

Airspan unveils advanced platform. Pipeline continues to gro w

Author (s)

Marc A . Cabi, Randy Abram s

Date o f

October 2, 2000

MarE JunE SepE De CE 11 .000 13,000 15,000 19. 000

Statement Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 2 of 262)

1999A 2000E 2001 E 12. 480 30 ,523 58,000

Page Number Fraudulent

Statement

I Given several recent new contracts and strong backlog going into the quarter, we believe the quarter's revenue is tracking ahead of our expectation s and see upside to the quarter .

Reason Why Fraudulent

+Cautionar y

Report Title

Airspan unveils advanced platform . Pipeline continues to gro w

Author(s)

Marc A . Cabi, Randy Abram s

Date of

October 2, 2000

Statement Page Number Fraudulent Statement Reason Why Fraudulent

3-4

Report Title Author(s) Date of

Airspan unveils advanced platform . Pipeline continues to gro w

Based on success securing new contracts, we also see potential for upward revisions to estimates . +Cautionar y

Marc A . Cabi, Randy Abram s October 2, 200 0

Statement Page Number Fraudulent

4

Statement

Comparable Company Analysis

Reason Why

+Estimate s

Exhibit 2 SDock Dlsc .,Prem. SHS Equity 5-Yr . EPS FIRM VALUE PH c* to LTM Ch OUT Market Gr . Rate REVENUE 000(E ' C01IE 1 COMPANY (FYEY 8111 . 00 High Low YTD (MI L Value LTGR COO El C01(E 1 Revs 1 Revs 1 AIRSPAN NETWORKS INC 12 .991

AJRN

17 .44 -64 ' .

8% NM 38 .6 $670 50 .0% 31 50 21 .6x 11 .5x

Fraudulent Report Title

Airspan unveils advanced platform . Pipeline continues to gro w

Author(s) Date of Statement

Marc A . Cabi, Randy Abram s

Page Number

5

October 2, 2000

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 3 of 262)

Fraudulen t Statement

r B0 9mTON

Airspan Networks

Exhibit 3 Airspan Quarterly Operating Result s S In inousan ds . except per shag data

iCa edticcme 1 2IO1E_° _ isca earn December Mut (Amounts in $000s ) MarA JunA SepE DeCE Net Sales 5, 661 6 .862 8. 000 10 .000

Reason Why Fraudulent

+Estimate s

Title Author(s)

Off to a Great Start

Date of Statement

October 18, 2000

Report

Number Fraudulent Statement Page

1 Airspan reported solid results in its first quarter as a public company . Revenues of $8 .8 million were 10% higher than our estimate .

+Surprise s

Title Author(s) Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

Off to a Great Start

Title Author(s)

Off to a Great Start

Report

a londar Year Total s 1999A 2000E 2001 E 12 . 480 30 .523 58 .00 0

Marc A . Cabi, Randy Abrams, Tim Lon g

Reason Why Fraudulent Report

2001F MarE JunE SepE DocE 11 .000 13 ,000 15 ,000 19 . 000

Marc A . Cabi, Randy Abrams, Tim Lon g October 18, 2000

1 We have improved confidence in our 2000 revenue estimate of $31 million and our 2001 revenue estimate of $58 million . +Estimate s

Marc A . Cabi, Randy Abrams, Tim Lon g

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 4 of 262)

Date o f Statement Page Number Fraudulen t Statement Reason Why Fraudulent

October 18, 200 0

Report Title

Off to a Great Star t

Author(s) Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Marc A . Cabi, Randy Abrams, Tim Lon g

Report Title

Off to a Great Star t

Author(s) Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

Marc A . Cabi, Randy Abrams, Tim Lon g

Report Title

Off to a Great Star t

Author(s) Date o f Statement Page Number Fraudulen t Statement

Marc A . Cabi, Randy Abrams, Tim Lon g

1 We believe our 2001 estimate could be conservative if the company is successful in signing new customers . +Cautionar y

October 18, 2000

2 September quarter results were better than expected on all fronts . Revenues, gross margins and operating loss per share all exceeded ou r expectations . +Surprises

October 18, 2000

2 Revenues of $8 .8 million were 10% above our estimate . Revenues grew by 28% sequentially and by 150% on a year-over-year basis . +Surprises

October 18, 2000

2- 3 We are expecting revenues to increase by 150% to $31 .3 million in 2000 and to increase by 85% to $58 million in 2001 .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 5 of 262)

Reason Why

+Estimate s

Fraudulen t Report Title Author(s) Date of

Off to a Great Start Marc A. Cabi, Randy Abrams, Tim Long October 18, 200 0

Statemen t Page Number Fraudulent Statement Reason Why Fraudulen t

3

Report Title

Off to a Great Start

Author(s) Date of

Marc A . Cabi, Randy Abrams, Tim Lon g

We believe Airspan is currently bidding on several contracts that could provide upside to our estimates . +Cautionary

October 18, 200 0

Statement Page

Number

Fraudulent Statement

3 Exhibit 2 Comparable Company Analysis Prks M Rawnue EPS Plan Value ! Sibs SYSTEMS COMPAWES Tkdur 10116000 L C99 C01JE) C99 CWE) C01 C99 C C61 BROADBAND WIRELESS SUPPLIERS Alnpan AIRW 7.56 290 12 31 56 (1 .37) (0.91) (0.67 17.3x 7 .1x 3.7x

Reason Why Fraudulent

+Estimate s

Report Title

Off to a Great Start

Author(s) Date of Statement Page Number

Marc A . Cabi, Randy Abrams, Tim Lon g October 18, 2000

5

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 6 of 262)

Airspan Network s

Fraudulent

Statement Exhibit 3 Airspan Quarterly Operating Results 4 in Mnn :ani1 nrront nor chso nata

Fiscal Year Ends Decembe r & Shares in Thousands ) Net Sales

Reason Why Fraudulent

+~ urprnse s

Report Titl e

O ff to a G reat S tart

Forecast Erro r 03 :00A. 03 :99E DIFF %CHG

Y-o-Y Change 03 :00A 03:99A RIFF °.CHG 3,509 5. 5 .

Sequential Change 03 :00A 02:OOA DIFF %CH G

Marc A . C abi, Randy Abrams, Tim Long

Date of Statement Page Number Fraudulent Statement

October 18, 2000

6 Airspan Networks

Exhibit 3 Airspan Quarterly Operating Results $ in thousands, opt oar spas data

rnent.19g9.2Qo1E

.

2000E MarA JunA SepA DecE 5,661 6 .862 5,801 10,000

Reason Why Fraudulen t

2001E MarE JunE Se E DecE 11,000 13,000 15,000 19,000

+Estimates

Report Title More Orders Announce d Author(s) Marc A . Cabi, Randy Abrams, Tim Long October 20, 200 0 Date of

Statement Pa a Number 1

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 7 of 262)

Calendar Year Total s 1999A 2000E 2001 E 12,480 31,324 58,00 0

Fraudulen t Statement

These orders give us increased confidence in our December revenue estimate of $10 million and our 2001 revenue estimate of $58 million .

Reason Wh y Fraudulent

+Estimate s

Report Title Author(s) Date o f Statement Page Number Fraudulen t Statement Reason Why Fraudulent

More Orders Announce d

Report Title

More Orders Announce d

Author(s) Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Marc A . Cabi, Randy Abrams, Tim Long

Report Title

More Orders Announce d

Author(s)

Marc A . Cabi, Randy Abrams, Tim Long

Date of

October 20, 200 0

Marc A. Cabi, Randy Abrams, Tim Long October 20, 2000

1 Additional contracts could cause us to raise these estimates . +Cautionary

October 20, 2000

2 The recent orders give us increased confidence in our December revenue estimate of $10 million and our 2001 revenue estimate of $58 million . +Estimate s

Statement Page Number

2

Fraudulent Statement Reason Why Fraudulent

Additional contracts could cause us to raise these estimates . +Cautionary

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 8 of 262)

More Orders Announce d

Report Title Author(s)

Marc A . Cabi, Randy Abrams, Tim Lon g

Date of

October 20, 200 0

Statement Page Number Fraudulen t Statement

5 Airspan Networks

~ BONN

Exhibit 3 Airspan Quarterly Operating Results $ In thousands. mpt per sham data Fiscal Year Ends December

(Amounts in $000s1 Not Sales

Reason Wh y Fraudulent

2000E MarA JunA SepA DecE 5 , 661 6.862 6 ,801 10,000

2001E MarE JunE SO PE DecE 11 .000 13,000 15 ,000 19. 000

+Estimate s

'End of AIRN

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 9 of 262)

Calendar Year Total s 1999A 2000E 200 1 12, 480 31 . 324 58,00 0

. BS DARE Co . `ration - BS .

I$su Report Title Author(s)

Initiating coverage of Bsquare with a Buy ratin g

Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

November 24, 199 9

Michael Kwatinetz, Hans Roderich, Jake Hindelong, Peter Nurnber g

I 2000 and 2001 revenue forecasts of $50 .9MM and $67 .1MM have significant upsid e +Estimate s

Report Title

Initiating coverage of Bsquare with a Buy ratin g

Author (s)

Michael Kwatinetz, Hans Roderich, Jake Hindelong, Peter Nurnber g

Date of Statement Page Number Fraudulent Statement Reason Wh y Fraudulent

November 24, 199 9

Report Title Author(s) Date of Statement Page Number Fraudulen t Statement

5 2000 and 2001 revenue forecast of $50 .9MM and $67 .IMM have significant upside . We're forecasting Q499 . 2000 and 2001 revenue of $10 .5MM , $50 .9MM and $67 .IMM.This represents yr/yr growth of 45%, 30% and 32%, respectively . +Estimate s

Initiating coverage of Bsquare with a Buy ratin g Michael Kwatinetz, Hans Roderich, Jake Hindelong, Peter Nurnber g November 24, 199 9

5 Upside is likely to be driven by greater-than anticipated revenue and gross margins .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 10 of 262)

Reason Why Fraudulent

+Cautionar y

Report Title Author(s)

Initiating coverage of Bsquare with a Buy ratin g

Date of

November 24, 1999

Michael Kwatinetz, Hans Roderich, Jake Hindelong, Peter Nurnberg

Statemen t Page Number Fraudulen t Statement

8

Bsquare Summa ry of Quarterly Earning s Fiscal Year ended December 3 1 ($ thousands )

1998 1999E 2000E 2001E Total Revenue % Increas e 5 .49 8 .81 11 .22 15 .11 March March

June 5 .31 9 .73 12 .12 16 .02 September 6 .58 10 .03 13 .21 17 .30

1998

June September

7 .23 10 .48 14 .39 18 .69 December December Total 24 .61 39 . 06 50 .94 67 . 13 Total

1999E

2000E 2001 E

201 .1", 60.45%

27 .4% 34 .7 % 24 .51 32 .2 % 31 .6% 31 .0 % 37 .3% 29 .8 % 30 .4% 31 .8 %

76 .8?~. 83.3% 46 .0% 52.5% 42 .50,. 45 .0%, 70 .8% 58.7%

Reason Why Fraudulent

+Estimate s

Report Title

Highlights from the CSFB Technology Conference : BSQUARE tracking towards our Q4 $0 .00 EPS estimate and likely to beat our $10 .5M M revenue forecast Michael Kwatinetz, Hans Roderich, Jake Hindelong, Peter Nurnberg

Author(s)

Date of Statemen t Page Numbe r Fraudulent Statement

December 2,, 199 9

1 Bsquare appears to be to tracking towards our Q4 $0 .00 EPS estimate ; and more importantly, we expect them to beat our $10 .5MM revenue forecast

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 11 of 262)

Reason Why

+Estimate s

Fraudulen t Report Title

Highlights from the CSFB Technology Conference : BSQUARE tracking towards our Q4 $0.00 EPS estimate and likely to beat our $10 .5M M revenue forecas t

Author(s)

Michael Kwatinetz, Hans Roderich, Jake Hindelong, Peter Nurnber g

Date of Statemen t Page Numbe r Fraudulent Statemen t

December 2„ 199 9

Reason Why

2 We expect Bsquare to beat our Q4 $10 .5MM revenue forecast, due to higher-than-expected royalty and service revenue .

+Estimate s

Fraudulen t Report Title Author (s)

Highlights from the CSFB Technology Conference : BSQUARE tracking towards our Q4 $0 .00 EPS estimate and likely to beat our $10 .5MM revenue forecas t Michael Kwatinetz, Hans Roderich, Jake Hindelong, Peter Nurnber g

Date of Statemen t Page Number Fraudulent Statemen t Reason Why Fraudulen t

December 2„ 199 9

Report Title

Q499 preview : Bsquare on track to at least at least breakeven, and is likely to beat our $10 .5MM revenue forecas t

Author (s)

Michael Kwatinetz, Hans Roderich, Jake Hindelong, Peter Nurnber g

Date of Statemen t Page Number

January 24, 2000

2 Based on these numbers, we believe the company will come in ahead of our $10 .5MM revenue forecast. +Estimate s

1

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 12 of 262)

Fraudulent Statement Reason Why Fraudulent

Bsquare appears on track to at least break-even, and is likely to beat our $10 .5MM revenue forecast, up 32 %

Report Title

Q499 preview: Bsquare on track to at least at least breakeven, and is likely to beat our $10 .5MM revenue forecas t

Author (s)

Michael Kwatinetz, Hans Roderich, Jake Hindelong, Peter Nurnber g

Date of Statement Page Numbe r Fraudulent

January 24, 200 0

+Estimate s

2 We believe Bsquare is on track to at least meet our Q499 break-even, and revenue is likely to exceed our $10 .5MM revenue forecast, up 32% .

Statemen t Reason Why Fraudulent

+Estimate s

Report Title

Q499 preview : Bsquare on track to at least at least breakeven, and is likely to beat our S10 .5MM revenue forecas t

Author (s)

Michael Kwatinetz, Hans Roderich, Jake Hindelong, Peter Nurnber g

Date of Statement Page Numbe r Fraudulent Statement

January 24, 200 0

Reason Why Fraudulen t

2 Factoring in the 40-50 new design wins this quarter and total billable hours for its 225 chargeable employees (discussed in our Dec . 2 note from th e CSFB Annual Technology Conference), we derive potential revenue of $14-18MM . While we think it will be several quarters to get up to that ru n rate, it does imply that Bsquare is likely to come out ahead of our 10 .5MM revenue forecast . +Estimate s

Report Title

Q499 preview: Bsquare on track to at least at least breakeven, and is likely to beat our $10 .5MM revenue forecast

Author(s) Date of Statemen t Page Number

Michael Kwatinetz, Hans Roderich, Jake Hindelong, Peter Nurnber g January 24, 200 0

2

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 13 of 262)

Fraudulent Statement

Upside to revenue is likely to be driven by higher-than-expected design wins which result in increased services revenue .

Reason Why

+Cautionary

Fraudulent Report Title Author(s) Date of

Q499 preview : Bsquare on track to at least at least breakeven, and is likely to beat our $10 .5MM revenue forecast Michael Kwatinetz, Hans Roderich, Jake Hindelong, Peter Nurnber g January 24, 2000

Statement Page Numbe r Fraudulent

3

Bsq ua re Corp .

Statement

Summa ry of Quarterly Earning s

YearEnding December3 l ($Millions) 1998 1999

March

1998 1999 2000E 2001 E

2000E 2001 E

venue

°,: Inc re ase

.lone ptembe .

$5.49 $5.31 SC. .58

$8 .91 $9 .13 $10 .0 3

December Total

$7 .23 524 .61

$10 . 48 539 . 06

$11 .22 $12 .12 $13 .21 $14 . 39 $50 . 94

$15 .1 1

March

S16 .1-1 2

June Sev!ember December Total

517 .3 $ 18 .6 9 $67 .1 3

201 .1% 76 .8% 46 .0°.% 42 .5% 70 0 .9 %

00 .4% 83 .3% 52 . 5% 45 .0% 58 .7%

27 .4% 24 .5° . 31 .6° . 37 . 3% 3 0 .41. .

34 .7°%. 32 .21 o 31 .0 ° 29.8° %

31 .@ %

Reason Why I +Estimates Fraudulent

Report Title Author (s)

Date of Statement Page Numbe r Fraudulent Statement

Bsquare reported higher-than-expected Q499 EPS of $0 .02 on above-forecast revenue, as CE market appeared to gain momentum . We're raising our 2000 revenue and earnings forecas t Michael Kwatinetz, Hans Roderich, Jake Hindelong, Peter Nurnberg January 28, 2000

1 We're raising our 2000 revenue and EPS forecast to $52 .9MM and $0 .07 from $50.9MM and $0 .06

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 14 of 262)

Reason Why

+Revision s

Fraudulen t Report Title Author(s)

Date of

Bsquare reported higher-than-expected Q499 EPS of $0 .02 on above-forecast revenue, as CE market appeared to gain momentum . We're raising our 2000 revenue and earnings forecast Michael Kwatinetz, Hans Roderich, Jake Hindelong, Peter Nurnber g January 28, 2000

Statemen t Page Number Fraudulent

2

Statement

Upside was driven primarily by higher than forecast revenue . We're increasing our 2000 revenue and EPS estimates to $52 .9MM and $0 .07 fro m $50 .9MM and $0 .06 .

Reason Why

+Revision s

Fraudulen t Report Title Author(s) Date of

Bsquare reported higher-than-expected Q499 EPS of $0 .02 on above-forecast revenue, as CE market appeared to gain momentum . We're raising ou r 2000 revenue and earnings forecast Michael Kwatinetz, Hans Roderich, Jake Hindelong, Peter Nurnberg January 28, 2000

Statemen t Page Number

4

Fraudulen t Statement

Bsq ua re Co rp , Summary ofQua rterly Earning s Year Ending December 3 1 ($Millions) 1998 1999 2000E 2001 E Revenue °,:lncrease March 55 .49 $8.81 $11 .82 515 .63 Afa2h ,Jana $5 .31 S9.73 $12 .53 $16 .56 A; r,4+ptembe1 56 .58 510.03 $13 .65 517 .89 ptember December 57 .23 $11 .36 514 .88 519 .32 December

Tota I

Reason Why Fraudulent

524 .61

.539.94 552 .88 569 .40 Total

1998 1999 2000E 2001 E 201 .1% 60 .4% 34 .1% 76 .8% 83 .3% 28.7% 46 .0% 52 .5%. 36 .1% 42 .5% 57 .1% 31 .0%

32 .2 % 32 .2 % 31 .0 % 29 .8 %

70 .9% 62 .3°%0 32.4% 31 .2 %

+Estimates

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 15 of 262)

Report Title

Assuming Coverage w/ Buy ; Strong IQ; Raising Ests .

Author(s) Date of Statement

Erach D . Desa i

Pag e Number

2

Fraudulent Statement Reason Why Fraudulent

Stronger-than-Anticipated IQ Report : Revenues of $13 .3mm vs our $11 .8mm .

April 28, 2000

+Surprises

Report Title

Assuming Coverage w/ Buy ; Strong IQ ; Raising Ests .

Author(s) Date o f Statement Page Number

Erach D . Desa i

Fraudulen t Statement

Raising Our Estimates : CYOO revenues go to $55 .Omm vs . $53 .0m m previously .

Reason Why Fraudulent

+Revision s

Report Title Author(s) Date o f Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Assuming Coverage w/ Buy ; Strong IQ ; Raising Ests .

Report Title

Expect Solid 2Q Report ; Establishin g,$30 P

April 28, 2000

2

Erach D . Desa i April 28, 2000

2 Raising Our Estimates : CY01 revenues go to $72 .0mm vs . $69 .4mm previously . +Revision s

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 16 of 262)

Author (s)

Erach D . Desai, Andrew J . Singer

Date of Statement

July 25, 2000

Page Numbe r

Fraudulen t Statement

Expect BSQUARE to report a strong 2Q with revenues of $13 .5mm (or higher) .

Reason Why Fraudulent

+Estimate s

Report Title

Stellar 2Q ; Rising Estimates & PT ; Reiterate Bu y

Author(s) Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Erach D . Desai, Andrew J . Singe r

Report Title

Stellar 2Q ; Rising Estimates & PT ; Reiterate Buy

Author(s) Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Erach D . Desai, Andrew J . Singe r

Report Title

Stellar 2Q ; Raising Estimates & P T

July 28, 2000

1 Stellar 2Q Report : BSQUARE reported strong revenues of $15 .7mm (+56% y/y, +18% q/q), which were about 15% higher than expectations . +Surprise s

July 28, 2000

1 With sequential revenue growth anticipated for 3Q, CYOO revenues likely go to $60-$62mm (from $55 .1mm), with EPS of $0 .16-$0 .19 (from $0 .11) . +Revision s

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 17 of 262)

Author(s)

Erach D . Desai, Andrew J . Singer

Date of Statement

July 31, 2000

Page Number Fraudulen t Statement Reason Why Fraudulent

1 BSQUARE reported strong revenues of $15 .7mm which were about 15% higher than expectations . +Surprise s

Report Title Author(s)

Stellar 2Q ; Raising Estimates & P T

Date of

July 31, 2000

Erach D . Desai, Andrew J . Singer

Statement Page Number Fraudulen t Statement Reason Wh y Fraudulent

Raising Revenue and EPS Estimates : CYOO revenues go to $62mm (from $55 .1mm), with EPS of $0 .19 (from $0 .11) . For CY01, revenues rise t o $77mm, with EPS going to the $0 .22 (from $0 .14) .

Report Title

Stellar 2Q ; Raising Estimates & PT

Author(s)

Erach D . Desai, Andrew J . Singer

Date of Statement

July 31, 200 0

Page Number Fraudulen t Statement Reason Why Fraudulent

2

Report Title Author(s)

1

+Revision s

Review of Stellar 2Q Report : BSQUARE reported strong revenues of $15 .7mm (+56% y/y, +18% q/q), which were about 15% higher than expectations . +Surprise s

Stellar 2Q ; Raising Estimates & PT Erach D . Desai, Andrew J . Singer

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 18 of 262)

Date of Statement

July 31, 2000

Page Number

3

Fraudulen t Statement

Raising Estimates : As BSQUARE continues to meaningfully exceed our expectations, we are once again raising our forward estimates . Key changes : CYOO : With sequential revenue growth anticipated for 3Q, CYOO revenues go to $62mm (from $55 .1mm), with EPS of $0 .19 (from $0 .11) . CY01 : Revenues rise to $77mm (-25% growth ; from previous estimate of $72 .Omm) with EPS of $0 .22 (from $0 .14) .

Reason Why Fraudulent

+Revision s

Report Title

3Q Looking Soli d

Author(s)

Erach D . Desai, Andrew J . Singe r

Date of Statement Page Number Fraudulent Statement Reason Wh y Fraudulent

September 25, 200 0

1 Revenues of $16 .0-16 .5mm should be modestly better than our $16 .Omm estimate . +Estimate s

Report Title

3Q Looking Solid

Author (s) Date o f Statement Page Number Fraudulen t Statement Reason Wh y Fraudulent

Erach D . Desai, Andrew J . Singer

Report Title

Strong 3Q Drives Higher Estimates ; Reiterate Bu y

Author(s)

Erach D . Desai, Andrew J . Singe r

September 25, 2000

3 Revenues of $16 .0-$16 .5mm should be modestly better than our $16 .0mm estimate . +Estimate s

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 19 of 262)

Date of Statemen t Page Number

October 27, 2000

Fraudulent

Strong 3Q Report : 3Q revenues of $16 .6mm (+66% y/y, +6% q/q) were above our $16 .0mm estimate .

1

Statemen t Reason Why

+Surprise s

Fraudulen t Report Title

Strong 3Q Drives Higher Estimates ; Reiterate Bu y

Author(s)

Erach D . Desai, Andrew J . Singe r

Date of Statemen t Page Number Fraudulent

October 27, 200 0

Statement

3 Strong 3Q Report : As we had previously previewed, BSQUARE reported 3Q results that were ahead of expectations . Revenues of $16 .6mrn (+66 % y/y, +6% q/q) were above our $16 .Omm estimate, and better than prior guidance of 4-5% sequential growth .

Reason Why Fraudulen t

+Surprises

Report

Strong 3Q Drives Higher Estimates ; Reiterate Bu y

Title

Author(s)

Erach D . Desai, Andrew J . Singe r

Date of Statement Page Number Fraudulent

October 27, 2000

Statement

4 Upside Leads to Higher Estimates : Essentially notching up revenue assumptions, as well as higher operating margins . Specifically : 4Q00 : Raising revenues from $17 .0mm to $17 .5mm, reflecting prior management guidance of 4-6% sequential growth .

Reason Why Fraudulent

+Revision s

Report Title Author(s) Date of

Strong 3Q Drives Higher Estimates ; Reiterate Bu y Erach D . Desai, Andrew J . Singe r October 27, 2000

Statement Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 20 of 262)

Page Number Fraudulen t Statement Reason Why Fraudulent

4

Report Title

Strong 3Q Drives Higher Estimates ; Reiterate Buy

Author(s)

Erach D . Desai , Andrew J. Singe r

Date of

October 27, 2000

CY01 : Raising revenues from $77 .Omm to $80 .Omm, which implies a conservative 26-27% y/y growth rate . + Revision s

Statement Page Number Fraudulen t Statement Reason Why Fraudulent

4

Report Title

Devices Opportunity Remains Intact ; Reiterate Bu y

Author(s)

Erach D . Desai, Andrew J . Singe r

Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

January 26, 200 1

Report Title

Devices Opportunity Remains Intact; Reiterate Buy

Author(s) Date of Statement

Erach D . Desai, Andrew J . Singe r

For CY02, we are modeling a 25% top-line growth rate, with growth fueled even more strongly by product revenues . We are establishing CY0 2 revenue and EPS targets of $100 . 0mm and $0 .34, respectively . + Estimates

I Reports Solid 4Q : As previewed, BSQR reported revenues of $17 .9mm (+57% y/y), vs . our $17 .5mm estimate . + Surprise s

January 26, 2001

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 21 of 262)

Page Number Fraudulen t Statement

1 Estimate Changes : Despite economic uncertainties, management reiterated confidence in existing conservative estimates . Our 1Q01 is unchanged . CYO 1 revenues rise by $1mm and EPS is now $0 .26, vs . $0 .24 . CY02 revenues also rise by $1mm and EPS is now $0 .36, vs . $0 .34 .

Reason Why Fraudulent

+Revision s

Report Title Author(s)

CSFB Tech Intra-Dail y

Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

April 26 . 200 1

J 21

Joe Man o

I We are modeling total revs of $17 .5mm (+32% y/y, -2% q/q) vs . consensus of $18 .4mm . +Estimate s End

-

R

_

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 22 of 262)

.,

:C Reflow

Report Title Author(s)

Inc. -

. ._ CFL0

-

-

.

„-

-

_

Beyond Bandwidth - Content Management is the Next Wav e Paul J . Weinstein, CF A

Date of Statement Page Number Fraudulent Statement Reason Wh y Fraudulent

December 15, 199 9

Report Title

Beyond Bandwidth - Content Management is the Next Wav e

Author(s)

Paul J . Weinstein, CFA

Date o f Statement Page Number Fraudulen t Statement Reason Wh y Fraudulent

December 15, 199 9

Report Title

Beyond Bandwidth - Content Management is the Next Wav e

Author(s)

Paul J . Weinstein, CFA

Date of Statement Page Number

December 15, 199 9

1 Our revenue/EPS estimates for FY2000/01 are $23 .5/$71 .6 mm and ($0 .90)/($0 .36) . +Estimate s

2 With the release of FQ2 results last night, our revenue and operating earning/loss projections have already been revised upwards (see Exhibit 1) , illustrating both the inherent growth potential within the market and the conservative nature of our initial estimates . +Revision s

2

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 23 of 262)

-

Fraudulent Statement

Exhibit 1 Revenue and Income Adjustment s Q2-00 (A) Q3-00 Q4- 00 Revenu e At IPO 4.6 6 .2 8.1 Current 4 .8 6 .5 8 .5

Reason Why Fraudulent

+Revision s

Report Title

Beyond Bandwidth - Content Management is the Next Wave

Author (s)

Paul J . Weinstein, CF A

Date of

December 15, 1999

2000

2001

22.4 23.5

67. 9 71 . 6

71

Statement Page Number Fraudulent Statemen t Reason Why Fraudulent

2

Report Title

Beyond Bandwidth - Content Management is the Next Wav e

Author(s) Date of

Paul J . Weinstein, CF A

The rapid growth in the sales force, from 5 to 50 sales teams in less tha n a year, should lead to upside revenue surprises. +Cautionar y

December 15, 199 9

Statemen t Page Numbe r Fraudulent Statement

9 Exhibit 7 Valuation Matri x Valuatons as of 12114199 Stock Disc . /Prem . Price to LTM

COMPANY (FYE)

12,14 .99

Hi (1h

Low

CACHEFLOW INC 4100 CFLO

$141 .50

-22%

32%

SHS Equity OUT Market MIL' Value 36 . 3

$ 5,136

5-Yr. EPS FIRM VALU E Gr . Rate REVENUE CY99(E :I CY00(E) CY01(E ) (LTGR C99 E1 C00 E) C01 E Revs(l) Revs ( 1' Revs f 1 100.0!0

16 50 141

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 24 of 262)

311 . 6x 103 . 7x 36 .5 x

Reason Why Fraudulen t

+Estimate s

Report Title Author(s) Date of

Beyond Bandwidth - Content Management is the Next Wav e Paul J . Weinstein, CFA December 15, 1999

Statemen t Page Numbe r

10

Fraudulent

Exhibit 8

Statement

CacheFlow Inc. Quarterly Operating Result s Results In mIIIIansexoe pt per share s Revenue

Reason Why Fraudulent

+Estimate s

Report Title

Update and Re-iteration of Bu y

Author (s)

Paul J . Weinstein, CFA

Date of

January 28, 200 0

2000(E) 2001 1 n r s n r

3 .612 4. 838 6.531 8 .491 10 .953 14.787 19 .666

1 26 .1%

7 .036

23 .472 71 .662

Statemen t Page Numbe r Fraudulent

1 Our FQ3 revenue and EPS ests . of $6 .5 mm and $(0 .29) will likely prove conservative with upward revisions to forward estimates likely .

Statemen t Reason Why Fraudulen t

+Cautionary

Report Title

Update and Re-iteration of Bu y

Author (s)

Paul J . Weinstein, CF A

Date of Statemen t Page Number

January 28, 2000

2

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 25 of 262)

Fraudulent Statement

Our conviction in near term top and bottom line estimates is very strong and we believe there is upside to our $6 .5 mm revenue and $0 .29 los s estimates for the quarter endin g

Reason Why

+Cautionary

Fraudulent

e port Title

Update and Re-iteration of Buy

Author(s)

Paul J . Weinstein, CFA

Date of Statement Page Numbe r Fraudulent

January 28, 200 0

2 With sales team productivity expected to improve rapidly starting in FQ4, we think there is an upward bias to revenue estimates .

Statement Reason Why Fraudulen t

+Cautionary

Report Title

Update and Re-iteration of Bu y

Author (s)

Paul J . Weinstein, CFA

Date of Statement Page Numbe r Fraudulent

January 28, 200 0

Statement

5 Exhibit 1 CacheFlow Inc . Quarterly Operating Results Results in miiilans except per sha re s Revenue

Reason Why Fraudulen t

+Estimate s

Report Title

Update and Reiteration of Buy

Author (s) Date of

Paul J . Weinstein, CF A

1999 (A) 2000(E) n s n

0.81 1 .06 2.20 2.94 3. 61 4 .84 6 .53 8 .49

1 7 .04 23 .47 71 .5 6

February 2, 2000

Statement Exhibit D : Misstatements and Omissions in CSFBC ' s Research Reports (Page 26 of 262)

Page Numbe r Fraudulent Statement

1 Our FQ3 revenue and EPS ests . of $6 .5 mm and $(0 .29), respectively, will likely prove conservative with upward revisions to forward estimate s likely .

Reason Why Fraudulent

+Cautionar y

Report Title

Update and Reiteration of Bu y

Author(s) Date of

Paul J . Weinstein, CFA February 2, 2000

Statement Page Numbe r Fraudulent Statement Reason Why Fraudulent

2

Report Title

Update and Reiteration of Bu y

Author(s)

Paul J . Weinstein, CFA

Date of

February 2, 2000

Our conviction in near-term top- and bottom-line estimates is very strong, and we believe there is upside to our $6 .5mm revenue and $(0 .29) EP S loss estimates for the quarter ending January 2000 based on improving sales productivity and healthy new customer wins . +Cautionar y

Statement Page Numbe r Fraudulent Statement

6 Exhibit 1 CacheFlow Inc . Quart erly Operati ng Result s $ In mllllons . except pEr share data 1999(A)

is Revenue

n

r

2000(E)

s

0 .81 1 .08 2 . 20 2.94

Reason Why Fraudulen t

+Estimates

Report Title

Starting off the Public Company Experience on the Right Foo t

Author(s)

Paul J . Weinstein, CF A

n

:.61 4 .84 6. 53 8 .49

7 .04

23A7

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 27 of 262)

71 .56

Date of Statement Page Number

February 17, 2000

Fraudulent

FQ3 results were well above expectations ; revenue grew 66% sequentially vs . 35%E ; loss of $0 .24 slightly better on stronger margins and operating expenses .

Statement Reason Why Fraudulen t

1

+Surprise s

Report Title

Starting off the Public Company Experience on the Right Foo t

Author(s) Date of

Paul J . Weinstein, CF A February 17, 2000

Statement Page Numbe r Fraudulent Statement Reason Why Fraudulen t

1 Fiscal 2000/01 revenue assumptions rise to $28 mm and $112 mm, from $23 mm and $72 mm, increases of 21% and 55% respectively . +Revision s

Report Title

Starting off the Public Company Experience on the Right Foo t

Author (s)

Paul J . Weinstein, CF A

Date of

February 17, 2000

Statement Page Numbe r Fraudulent S tatement

2 Last night CacheFlow reported FQ3 results that were well above what we or the Street had forecast . Revenue increased 66% sequentially (vs . 33 % estimate) to $8 .0 mm on the strength of new products (3000 and 5000) and growing sales force productivity .

Reason Why Fraudulen t

+Surprise s

Report Title

Starting off the Public Company Experience on the Right Foo t

Author(s)

Paul J . Weinstein, CFA

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 28 of 262)

Date of Statement Page Numbe r Fraudulent

February 17, 200 0

2

Statement

The Quarter - Lots of Momentum in Sales and Bookings Highlighting the quarter was the revenue growth - up 265% vs . last year and 66 % sequentially - which at $8 mm surpassed our $6 .5 mm estimates easily .

Reason Why

+Surprises

Fraudulen t Report Title

Starting off the Public Company Experience on the Right Foo t

Author(s) Date of Statement Page Numbe r Fraudulent

Paul J . Weinstein, CFA February 17, 200 0

2 Our fiscal 2000/01 revenue assumptions rise to $28 mm and $112 mm, from $23 mm and $72 mm, increases of 21% and 55% respectively .

Statemen t Reason Why Fraudulent

+Revision s

Report Title

Starting off the Public Company Experience on the Right Foo t

Author(s) Date of

Paul J . Weinstein, CFA February 17, 200 0

Statement Page Numbe r Fraudulent Statement

6 Exhibit 1 CacheFlow Inc . Quarterly Operating Results ResuIts In millions except per snare

s Revenue

Q8

1999 (k, 2000(E1 2001(E ) Znd r s n s n

1

1 .1 2 .2 2 .9 3. 6 4 .8 8 .0 11 .2 16 .0 22 .5 30 .6 42 .9

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 29 of 262)

7.0

) 27 .7 112. 1

Reason Wh y Fraudulent

+Estimates

Report

CacheFlow Adds HWP As A Partne r

Title

Author(s)

Paul J . Weinstein, CF A

Date of Statement Page Number Fraudulen t Statement Reason Wh y Fraudulent

February 23, 2000

Report Title

Expanding International Opportunity - CacheFlow Adds Alcatel As Distribution Partner

Author(s)

Paul J . Weinstein, CFA

Date of Statement Page Number

February 25, 200 0

Fraudulent Statement

Exhibit 1

1 CacheFlow announced a two part agreement with Hewlett-Packard yesterday which gives us even greater confidence in our recent positive estimat e revisions and provides additional room for upside revenue/EPS surprises . +Cautionar y

2

CacheFlow Quarterly Operating Result s Results In millions except per share

s Rsuenue

1 999(Aj n

s

. 000(E) 2001(E ) n r s n r

0 .8 1 .1 2 .2 2 .9 3.6 4 . 8 8 .0 11 .2 16.0 22.5 30 .6 42 .9

Reason Why Fraudulent

+Estimate s

Report Title

Assuming Coverage with a Buy : Going with the Flo w Paul J . Weinstein, CF A

Author(s) Date of Statement

r

May 12, 2000

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 30 of 262)

) 7 .0 27 .7 112. 1

Page Number Fraudulent

Statement Reason Why

1 With sales growth accelerating in a benign pricing environment, we believe that CFLO should meet or beat our fiscal fourth quarter revenu e forecast of $11 .25 mm and EPS estimate of $(0 .22) . +Estimate s

Fraudulen t

Report Title

Assuming Coverage with a Buy : Going with the Flow

Author(s)

James P . Parmelee, Amit Chopra, Christian Jend e

Date of

May 12, 200 0

Statemen t Page Number Fraudulent

3 We believe that CFLO should meet or beat our fiscal fourth quarter revenue forecast of $11 .25 million and EPS estimate of $(0 .22) .

Statemen t Reason Why Fraudulen t

+Estimate s

Report Title

Assuming Coverage with a Buy : Going with the Flo w

Author(s)

James P . Parmelee, Amit Chopra, Christian Jend e

Date of

May 12, 2000

Statemen t Page Number Fraudulent Statement

5 Exhibit I CacheFlow Inc . Qua rterly Operating Results Results In millions except per snare 2000E 2001(E '

11911A

]u IfSt n Revenue

r

s

n

0.8 1 .1 2 .2 2. 9 3 .6 4 .8 8 .0 11 . 2 16 .0 22.5 30 .6 42.9

Reason Why Fraudulen t

+Estimate s

Report

CFLO Reports Q4 Earnings ; Results Reflect Expanding Sales and Distribution Effort s

Title

Author (s)

r

James P . Parmelee, Amit Chopra, Christian Jend e

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 31 of 262)

7 .0 27 .7 112 . 1

Date of

May 18, 2000

Statemen t Page Numbe r

1

Fraudulent

We are raising top-line forecasts to $124M (from $112M) in F2001 .

Statemen t Reason Why Fraudulen t

+Revision s

Report Title

CFLO Reports Q4 Earnings ; Results Reflect Expanding Sales and Distribution Efforts

Author(s)

James P . Parmelee, Amit Chopra, Christian Jend e

Date of

May 18, 2000

Statemen t Page Numbe r Fraudulent

Statement Reason Why

2 Revenue increased 59% sequentially (vs . our 40% estimate) to $12 .8 mm on the increasing productivity from the sales force, broadenin g distribution channels, and strength of new products (3000 and 5000) .

+Surprise s

Fraudulen t Report Title

CFLO Reports Q4 Earnings ; Results Reflect Expanding Sales and Distribution Efforts

Author(s) Date of

James P. Parmelee, Amit Chopra, Christian Jend e May 18, 2000

Statemen t Page Numbe r Fraudulent Statement

2 Outstanding revenue growth once again highlights the quarter's performance . CFLOs Q4 revenue was up 335% vs . last year and 59% sequentiall y - which at $12 .8 mm easily beat our $11 .25 mm estimate .

Reason Why Fraudulen t

+Surprise s

Report Title Author(s)

CFLO Reports Q4 Earnings ; Results Reflect Expanding Sales and Distribution Effort s

Date of Statement

James P . Parmelee, Amit Chopra, Christian Jend e May 18, 2000

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 32 of 262)

Page Number Fraudulent

4 Management's upbeat and healthy outlook regarding future business prospects leads us to accelerate our revenue assumptions .

Statemen t Reason Why Fraudulent

+Cautionary

Report Title

CFLO Repo rts Q4 Earnings ; Results Reflect Expanding Sales and Distribution Efforts

Author(s)

James P . Parmelee, Amit Chopra, Christian Jend e

Date of

May 18, 200 0

Statemen t Page Numbe r

6

Fraudulent

Exhibit 1 CacheFlow Inc . Quarterly Operating Results

Statement

Results In mllllons except per share s n Revenue

Reason Why

1999 .3rd

0 .8 1 .1

2 .2

A) 2000(A s n r

2. 9

3.6

4.8

2001( E St U n r

8.0 12 .8 17 .5 24 .5 34 .0

48 .0

7 .0 112 .1 124 . 0

+Estimate s

Fraudulent Report Title

Feeling the Flow : Re-iterating Buy Ratin g

Author(s) Date of

Amit Chopra, Andrew McCulloug h August 15, 200 0

Statemen t Page Numbe r Fraudulent Statement

Reason Why Fraudulent

3 Table 1 CacheFlow Income Statemen t ($'s in millions) Revenue +Estimate s

Q4 - IA Q1017 Q201F. Q3 01 F_ all Q1 WA r MA $3 .6 $4 .8 8 .0 $12 . 8 $29 . 3 $17 .3 $24 .2 $35 .1 49 .8

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 33 of 262)

S126 .3 1

Report Title

Everyone Else is Playing Cache-U p

Author (s) Date of Statement Page Number

Amit Chopra, Andrew McCulloug h

Fraudulent Statement

August 16, 2000

3 Table 1 Quart erly Income Statemen t (S in muluonsi

Q] O Q A 2 WA : . 3 A Revenue

$ 3 .6

Reason Why Fraudulent

+Estimate s

Report Title Author(s) Date o f Statement Page Number

Free CacheFlow : Revisiting the Story and Reiterating Buy Ratin g

Fraudulen t Statement

Report Title Author(s) Date of Statement

,.- 101A S29 .31

41E Q3 0

1

$72 .3 31 .3 $44 .0 $61 .6 $159 . 4

Amit Chopra, Andrew McCulloug h August 17, 2000

16 Exhibit 1 4 CacheFlow Income Statement SInmllbns wmptpr share M3

-- -- ' '-

Reason Why Fraudulent

Q4 OW ff :

.8 58 .0 $12 .8

Revenue +Estimate s

QI QUA 2Oltd 1 690 $3 .6 $4 .8 $8 .0 $12 .8 $29 .3

211014

1#I _ Y 1 DIE- . 01E Q! 011 $l? . . ?4 .2 $35 .1 $~19 .R $126 . 3

Caching In : Raising Price Target to $190 to Reflect Increasingly Upbeat Market Expectation s Amit Chopra, Andrew McCulloug h September 26, 2000

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 34 of 262)

Page Numbe r Fraudulent Statement

6 Exhibit 7 CacheFlow Income Statemen t $ In ThIbns , avxept par 5nae dale

1 MIA 0A Revenue

Reason Why Fraudulen t

+Estimate s

Report Title

CSFB Tech Dail y

Author(s) Date of

Amit Chopr a

=:_ 3 O 4 000 F 109A

01 O1 A =. : E B

November 22, 200 0

Statemen t Page Number Fraudulent

2 On November 21, CFLO reported Q2 fiscal 2001 results, with sales of $32 .5 million versus our forecast of $31 .4 million .

Statemen t Reason Why

gm-,FY '

S3 .6 54 .8 S8 .0 512 .8 529 .3 522 .4 53 1 .4 544 .0 561 .6 5159 . 4

+Surprise s

Fraudulent

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 35 of 262)

mme>~e One -. CRC Report Title Author(s) Date o f Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Initiating Coverage with a BUY and $68 Price Target on a Global Leader in Electronic Procuremen t Bill Burnham, Jamie Earl e July 26, 1999

Report Title Author(s) Date o f Statement

Initiating Coverage with a BUY and $68 Price Target on a Global Leader in Electronic Procuremen t Bill Burnham, Jamie Earl e July 26, 199 9

Page Number

2 As a result of its strong business model and substantial partnerships, we estimate that Commerce One currently has almost $30MM in backlog an d could generate another $10-$15MM in backlog before the year is out . With this in mind, we believe that our 1999 revenue estimate of $12 .8MM i s very conservative, as is our 2000 estimate of $35 .6MM in revenues . +Cautionary

Fraudulent Statement Reason Why Fraudulent

1 With $30MM+ in backlog and an accelerating business environment, we believe Commerce One can meet our conservative revenue estimates o f $12 .8MM in 1999 and $35 .6MM in 2000 . +Estimate s

Report Title

Initiating Coverage with a BUY and $68 Price Target on a Global Leader in Electronic Procuremen t

Author(s) Date o f Statement

Bill Burnham, Jamie Earl e July 26, 1999

Page Number

3 . . . we are initiating coverage with a buy rating and setting a 12 month price target of $68 or 20X our 2001 revenue estimate of $87MM . . .

Fraudulent Statement Reason Why Fraudulent

+Estimate s

Report Title

Initiating Coverage with a BUY and $68 Price Target on a Global Leader in Elec tr onic Procurement

Author(s) Date o f Statement

Bill Burnham, Jamie Earl e July 26, 199 9

Page Number

11 In terms of total revenues, we expect that Commerce One should generate about $13MM in revenues in 1999, $36MM in 2001 and $87MM in 2001 ,

Fraudulen t Statement

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 36 of 262)

Reason Why Fraudulent

+Estimate s

Report Title Author(s) Date of Statement Page Number

Initiating Coverage with a BUY and $68 Price Target on a Global Leader in Electronic Procuremen t Bill Burnham, Jamie Earl e July 26, 199 9 13

Fraudulent Statement

Commerce one Income Statement

3131198 6130198 9/30198 12/31/98 Act. Act . Act . Act .

License fees Services Transactions Total Revenue

0 .0 0 .1 0 .1

0.5 0 .5 0.2 0.3 0.7 0 . 7

1998 Total

0 .7 0 .3 1 .0

1 .6 0 .9 2 .6

3/31199 Act

+Estimate s

Report Title Author(s) Date of Statemen t Page Number Fraudulent

Initiating Coverage with a BUY and $68 Price Target on a Global Leader in Electronic Procuremen t Bill Burn ham, Jamie Earl e July 26, 1999

9/30/99

Est . Est.

1 .5 0 .6 2 .1

Reason Why Fraudulen t

Statement

6130199

1 .8 0 .0 2 .7

14

Commerce One Income Statement License fees Services Transactions Total Revenue

3131100 6130100 Est . Est . 4.3 1 .7 0.1 6.0

Reason Why Fraudulent

+Estimates

Report Title

Reports Strong Q2 ; Raising Top and Bottom Line Estimate s

Author (s) Date of Statement Page Number

Bill Burnham, Jamie Earle July 29, 199 9

5 .2 2 .1 0 .2 7 .5

9/30100 Est . 6 .7 2.7 0.3 9 .6

12/31/00 Est.

2 .4

0 .9 1 .0

2000 Total

8.6 3.5 0 .4 12.5

1

Exhibit D : Misstatements and Omissions in CSFBC ' s Research Reports (Page 37 of 262)

24. 7 9. 9 1 .0 35. 6

0.0 3. 5

12/31/99 Est 3 .2 1 .3 0 .1 4 .5

1999 Tota l 8.8 3.9 0.1 12 . 8

Fraudulen t Statement Reason Why Fraudulent

Last night after the close, Commerce One reported Q2 financial results, including revenue of $4 .2MM and EPS of ($0 .61), beating our estimates b y $1 .5MM and $0 .12, respectively . +Surprises

Report Title

Reports Strong Q2 ; Raising Top and Bottom Line Estimate s

Author (s) Date o f Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Bill Burnham, Jamie Earl e July 29, 1999

Report Title

Reports Strong Q2 ; Raising Top and Bottom Line Estimate s

Author (s) Date o f Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Bill Burnham, Jamie Earl e July 29, 1999

Report Title

Reports Strong Q2 ; Raising Top and Bottom Line Estimate s

Author(s) Date o f Statement Page Number Fraudulen t Statement

Bill Burnham, Jamie Earl e July 29, 199 9

Reason Wh y Fraudulent

I We are raising our 1999 revenue estimate by 37% to $17 .5MM and our 2000 revenue estimate by 19% to $42 .2MM . +Revision s

2 Yesterday after the close, Commerce One reported its second quarter financial results, including revenue of $4 .2MM and a net loss of ($0.69)/share , beating our estimates by $1 .5MM on the top line and by $0.12/share on the bottom line . +Surprises

4 Due to this quarter's strong financial performance we are revising our estimates significantly upward . Specifically, we are increasing our 1999 revenu e estimates by 37% or $4 .7MM to $17 .5MM up from $12 .7MM . We are also increasing our 2000 revenue estimate by 19% or $6 .6MM to $42 .2M M from $35 .6MM . +Revision s

Report Title

Reports Strong Q2 ; Raising Top and Bottom Line Estimate s

Author(s)

Bill Burnham, Jamie Earl e

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 38 of 262)

Date of Statemen t Page Number Fraudulent Statement

July 29, 199 9 5 Commerce One Inccrne Statement

3131199 Act .

License fees Services Transactions Total Revenue

6/30199 Act .

1 .5 0 .6 2.1

9130199 Est .

2.3 1 .9 4.2

12/31/99 Est . 3 .6 2 .5 0 .1 6.1

2.8 2.2 0.0 5.0

Est .

10.1 7.2 0.1 17.5

Reason Why Fraudulen t

+Estimates

Report Title Author(s) Date of Statement Page Number

Transferring Coverage - Expect to See Positive News From PSFT User Conferenc e George Gilbert, Brent Thil l August 30, 1999

Fraudulent Statement

3/31)00

1999 Total

6130100 Est

4.5 2.8 0 .1 7.4

5 .9 3 .4 0 .2 9 .4

9130100 Est 7 .1 4 .0 0 .4 11 .5

12/31100 Est. 8 .6 4 .8 0 .5 13 .9

200 0 Total 26 . 0 15 . 0 1 .2 42 . 2

3 Commerce One Income Statement

3131199 Act .

License fees Serviced Transactions Total Revenue

6130199 Act .

1 .5 0 .6

2 .3

2.1

4.2

Reason Why Fraudulent

+Estimates

Report Title

The Business Model Under the Cover s

Author (s) Date of

George Gilbert, Brent Thil l September 13, 199 9

9130199 Est .

12131/99 Est .

2.8 2.2 0.0 5.0

1 .9

3.6 2.5 0.1 6.1

1999 Total

3131 A0 Est .

10.1 7.2 0.1 17.5

6130100 Est

4.5 2.8 0.1 7.4

5 .9 3 .4 0 .2 9 .4

9..30/00 Est . 7 .1 4 .0 0 .4 11 .5

12131100 Est . 8 .6 4 .8 0 .5 13 .9

2000 Tota l 26 . 0 15 .0 1 .2 42 . 2

Statement Page Number

9

Fraudulent

Commerce One

Statement

Income Statement

3131/99

6130199

9130199

12/31199

1999

3131100

6130100

9130100

12131/00

2000

Act.

Act .

Est.

Est

Total

Est .

Est .

Est .

Est.

Tota l

License fees

1 .5

2 .3

2 .8

3 .6

10 .1

4 .5

5 .9

7 .1

8 .6

26 . 0

Services

0 .6

1 .9

2 .2

2 .5

7 .2

2 .8

3 .4

4 .0

4 .8

15 . 0

Transactions Total Revenue

2 .1

4.2

0 .0 5.0

0 .1 6.1

0 .1 17 .5

0 .1 7 .4

0 .2 9.4

0 .4 11 .5

0 .5 13 .9

1 .2 42. 2

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 39 of 262)

Reason Why Fraudulent

+Estimate s

Report Title

Flips on Afterburners in Q 3

Author (s)

George Gilbert, Brent Thil l

Date o f Statement Page Number Fraudulen t Statement Reason Why Fraudulent

October 19, 199 9

Report Title Author (s) Date o f Statement Page Number Fraudulen t Statement Reason Wh y Fraudulent

Flips on Afterburners in Q 3 George Gilbert, Brent Thil l October 19, 199 9

Report Title

Flips on Afterburners in Q 3

Author(s) Date of Statement Page Number Fraudulent Statement

George Gilbert, Brent Thil l October 19, 199 9

1 Q3 revenues of $10 .4M blew by our $5 .2M estimate . +Surprises

1 Raising CY99 and CYOO revenue estimates to $28 .6M and $61 .1 M (114% growth), from $17 .5M and $42 .2M, respectively . +Revision s

2 03 Earnings Snapshot Table I Significantly Raising CY99 and CYOO Revenue Estimate s CY99E CYOOE Now Old Change Now Old Chang e Rev $28 . 6M $17 . 5M +$11 .1M $61 . 1M $42 . 2M +$18 .9 M

Reason Why Fraudulent

+Revisions

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 40 of 262)

Report Title

Flips on Afterburners in Q 3

Author(s) Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

George Gilbert, Brent Thil l October 19, 1999

Report Title

Flips on Afterburners in Q 3

Author(s) Date of Statement Page Number Fraudulen t Statement

George Gilbert, Brent Thil l October 19, 199 9

2 Revenue : CMRC reported total revenues of $10 .4M, significantly exceeding our $5 .OM revenue expectation by $5 .4M . +Surprise s

5 C~ff FIRST

Commerce One

Table 4 Income Statemen t data in thousands , except per share

License revenue Service revenue Total

revenue

Reason Why Fraudulent

+Estimate s

Report Title

CSFB Tech Dail y

Author(s) Date of Statement Page Number Fraudulen t Statement

George Gilbert, Brent Thil l Tuesday, October 19, 199 9

- - - FY1999E b Ouartor ----- FY2000E b Quarter-- Yar o0 n 00 S n 09 n,, 88F m . ,5 5 F Jinn 88F Sen nnF n- OA F 1 .456 r' 2 .270 7 .778 8 .342 9 .045 9 .950 10 .977 12 .29 2 64 .9 1 8.3. 2. 2_555_ 3_525_ i 1 1 S L 4 41rL . 5 & $2 .104 54 .202 510 .363 $11 .917 13 .109 14 .420 15 .862 17 .G86

1 Q3 revenues of $10 .4M blew by our $5 .2M .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 41 of 262)

- - - Y e a r Endod Doconlb,r -- 199N 1999F 20nn F 1 .633 19 .846 42 .26 4 : .3.G-- A74r, 52 .563 529 .586

18 R1 4 0 E1 .07 8

Reason Why Fraudulent

+Surprises

Report Title Author (s) Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

CSFB Tech Dail y George Gilbert, Brent Thil l Tuesday, October 19, 199 9

Report Title Author(s) Date o f Statement Page Number Fraudulen t Statement Reason Why Fraudulent

First Edition Summary Key Action Call s Chris Vroo m Tuesday, July 11, 2000

Report Title Author(s) Date of Statement Page Number Fraudulen t Statement Reason Wh y Fraudulent

First Edition Summary Key Action Call s Chris Vroo m Tuesday, July 11, 200 0

Report Title Author (s) Date of Statement Page Number

The King of B2B Marketplaces . Christopher E . Vroom, Brent Thill, John S . Byu n December 21, 2000

1 Raising CY99 and CYOO revenue estimates to $28 .6M and $61 .1M (114% growth), from $17 .5M and $42 .2M, respectivel y +Revision s

2 Expect rev of $206m for '00 & $400m for '01 . +Estimate s

2 For g2'00, expect $43m in rev & $(0 .15) in eps, representing a 50% sequential growth rate . Expect upside to our ests . +Cautionar y

5

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 42 of 262)

Fraudulent Exhibit 31 Statement Ea rn ings Model

Commerce One Inc . (NASDAQ : CMRC) Quarterly Statement of Earning s ;S thousands, except EPS) License revenue Service revenue

1099A 2 099A

3Q99A

4Q99A

1999A

1000A

2000A

3000A 4000E

2000 E

1 .456 2 .270 7,778 13 .067 648 1 932 L ML 3 821

24 .571 8 .986

27 .121 7 988

40 .953 21 .751

65,863 78 .750 46,821 96 250

212,687 172,710

$ 2,104 $4, 202 $10, 363 $16, 888

$33 , 557

$35,009

$62 ,704

$112 , 684 175,000

385,397

Network revenue

Total revenues

Reason Why Fraudulent

+Estimates

Report Title Author(s) Date of Statemen t Page Number Fraudulent

The King of B2B Marketplaces . Christopher E . Vroom, Brent Thill, John S . Byu n December 21, 2000

Statement

1 8~2998

6 Exhibit 3 2

Earnings Model - Pro Forma for AppNet Acquisition (for reference )

Commerce One Inc . (NASDAQ : CMRC ) Quarterly Statement of Earnings - Pro forma for AppNet acquisitio n (S thousands, except EPS) License revenue Service revenue Network revenue Total revenues

1Q99A 2Q99A 3Q99A 4Q99A 1 .456 2,270 7,778 13 .067

1999A 24 .571

20291

.GG5 32 .681 38 .726

118 .693

$21,747

$29 9,265 $40,459 $51,793

$143,264

Reason Why Fraudulent

+Estimate s

Report Title Author (s) Date of Statement Page Number Fraudulen t Statement Reason Wh y Fraudulent

The King of B2B Marketplaces . Christopher E . Vroom, Brent Thill, John S . Byu n December 26, 2000

Report Title

The King of B2B Marketplaces .

1000A 2QOOA 3000A 4000E 27,121 40,953 65 .863 78 .750 5^ 619 72 9O@ H7 58E 96 250 $79,740

$ 113 .861

$153,551 175,000

2000E

2001 E

212 .687 309,465

371,700 349 .81 3 91486 812 998

522,152

56 In the Q4, we expect Commerce One to report revenue of $175 million-a 55% sequential increase on a reported basis and a 14% increase on a pr o forma basis ) +Estimates

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 43 of 262)

Author (s) Date of Statement Page Number Fraudulent Statement Reason Wh y Fraudulent

Christopher E . Vroom, Brent Thill, John S . Byu n December 26, 2000

Report Title Author (s) Date of Statement Page Number

The King of B2B Marketplaces . Christopher E . Vroom, Brent Thill, John S . Byu n December 26, 2000

Fraudulent Statement

56 We are forecasting sequential license revenue growth of approximately 20%, but continued evidence of strong sales momentum suggests tha t significant upside to our estimate is likely . +Cautionar y

59

Commerce One, Inc .

s

BOSTON

Exhibit 36 Qua rterly Income Statement , FY 99A-01 E $thousands . except EPS) License revenue Service revenu e Network revenu e Total revenues

1 0 99A

2Q99A

3 0 99A

4 0 99A

1 .456 2 .270 7 .778 13.067 648 132 2,5 32 1132 $2 .104

$4,202 $10 , 363 $16, 888

Reason Wh y Fraudule nt

+Estimates

Report Title Author (s) Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

CSFB Tech Dail y Christopher E . Vroom/Brent Thill , Wednesday, January 10, 200 1

Report Title Author (s)

Strong and Clean Across the Board - Stellar Q4 Results Cap A Solid Year Christopher E . Vroom, CFA, Brent Thill, Ian W . Toll, John S . Byu n

1999A 24 .57 1 8 .98 6 $33 , 557

1000A 2000A 3000A 4000E

2000E

27 .121 40 .953 65.863 73 .750 7 688 21 .751 46.821 96 .250

212.687 172 71 0

$ 112.684 175,000

385,397

$35,009 $62,704

2001 E 371 .70 0 349,81 3 91 .486 812,99 8

2 Commerce One will show solid momentum in both buy-side procurement deployments and private marketplace traction and will post license fe e revenues from the mega-exchanges for the first time . Our revenue estimate is $175 m +Estimate s

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 44 of 262)

Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

January 18, 200 1

Report Title Author(s) Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Strong and Clean Across the Board - Stellar Q4 Results Cap A Solid Yea r Christopher E . Vroom, CFA, Brent Thill, Ian W . Toll, John S . Byu n January 18, 200 1

Report Title Author(s) Date of Statement Page Number Fraudulen t Statement Reason Wh y Fraudulent

Strong and Clean Across the Board - Stellar Q4 Results Cap A Solid Yea r Christopher E . Vroom, CFA, Brent Thill, Ian W . Toll, John S . Byu n January 18, 200 1

Report Title Author(s) Date of Statement Page Number Fraudulen t Statement Reason Wh y Fraudulent

S tr ong and Clean Across the Board - Stellar Q4 Results Cap A Solid Yea r Christopher E . Vroom, CFA, Brent Thill, Ian W . Toll, John S . Byu n January 18, 200 1

Report Title Author(s) Date of Statement

Strong and Clean Across the Board - Stellar Q4 Results Cap A Solid Year Christopher E . Vroom, CFA, Brent Thill, Ian W . Toll, John S . Byun January 18, 2001

1 The company reported $191 .4m in Q4 revenues (up 70% sequentially) with LPS of ($0 .05), handily exceeding our estimates of $175 .Om and ($0 .07) . +Surprises

1 We are raising our 2001 revenue estimate from $813 million to $915 million . +Revision s

1 We are establishing a 2002 revenue estimate of $1 .2 billion . +Estimate s

3 The company reported $191 .4m in Q4 revenues with LPS of ($0 .05), handily exceeding our estimates of $175 .Om and ($0 .07) . +Surprise s

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 45 of 262)

Page Number Fraudulent Statement

4 Estimates go up Mgmt guided to 2001 revenues of $900 - $925 million versus their previous guidance of $800 - $825 million . The company continues to expect to cross-over to operating EPS breakeven in Q2/01 . We are raising our estimates as follows, and publishing a 2002 estimate for the first time . Exhibit I CSFB Estimate Revisions Pnor ($ thousands, except EPS) License revenue Service revenue Network revenue Total revenues

Reason Why Fraudulen t

1

1E

Revised

Prsor

Revised

New

1001E

2001E

2001E

2002E

86.258 86.258 12.985 185,5001

93600 95.680 18 .720 208000

411,781 509,19 1 394,361 439,41 2 108,927, 251,978 120058 1 915,0881

371,700 349813 91 .4

812.99R

+Revisions

Report Title Strong and Clean Across the Board - Stellar Q4 Results Cap A Solid Year Author(s) Christopher E . Vroom, CFA, Brent Thill, Ian W . Toll, John S . Byun Date of January 18, 2001 Statemen t 5 Page Number

Fraudulent Statement

Commerce One, Inc .

sUIE

BOSTON

Exhibit 1 Quarterly Income Statement , FY 99A-02 E ($thousands . except E PSI License revenue Service revenue Network revenue Total revenues

Reason Why Frau dulent

1999A

1000A

2000A

3000A 4QOOA

2000A

24 .571 8 .986

27 .121 RA8

40 .953 21 1

65,863 89,340 46821 1' '150

223 277 178 .519

$ 33,557

$35,009

$62 ,704

$112, 684 $191 , 399

401,796

1 10 01E 93,600 95 .680 18 .720 208,000

21001E 99 .778 98 .669 23 ,28,1 221 ,728

+Estimates

Assuming Coverage of B2B Leaders Report Title Author(s) Erik Swords, Brent Thill, Ian W . Toll Date of February 5, 200 1 Statement Page Number 3

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 46 of 262)

3001E 105 .764 99,888 29 379 235 ,032

41001E 112.639 100.123 37 c :4 250, 309

2001E 411 .781 394 .361 108127 915,068

2002 E 509 .19 1 439 .41 2 251 .97 8 1,200 .58 1

Fraudulent

Commerce On e

Statement

Income Statement (data in thousands , except per share)

- FY2000 by Quarter --Jun 00 Sep 00 License revenue 27,121 40 .953 65 .863

Mar 00

Dec 00 89 .340

-- FY2001 E by Qua rter -Mar 01 E Jun 01 E Sep 01 E Dec 01 E 93,600 99 .778 105 .764 112,639

Fiscal Year Ends Decembe r 2002 E 2000 2001 E 223 .277 411 .781 509,19 1

Service revenue 7 .888

21,751

46 .821

102 .059

95 .680

98,669

99,888

100 .123

178 .519

394 .361

Network revenue -Total revenue 35 .009

--62 .704

_ 112 .684

_ 191 .399

1 s 720

23,281

20 379

57 54 ;;

_

108 Q2 2

25197 9

208 .000

221,728

235 .032

250.309

$401 .796

$915,068

$1,200,58 1

Reason Why Fraudulen t

+Estimate s

Report Title Author(s) Date of Statemen t Page Number Fraudulen t Statement

Analyst Day Paints Positive Outloo k John Byun, Erik Swords, Brent Thill, Ian W . Tol l February 9, 200 1

439 .41 2

6

Commerce On e Income Statement (data in thousands, except per share)

- FY2000 by Quarter --

Fiscal Year Ends Decembe r

-- FY2001E by Quarter -

Mar 00 License revenue 27,121

Jun 00 40 .953

Sep 00 65 .863

Dec 00 89 .340

Mar 011E 93,600

Jun 011 E 99 .778

Sep 011E 105 .764

Dec 011E 112 .639

2000 223 .277

2001 E 411 .781

2002E 509,19 1

Service revenue 7 .888 Network revenue --

21 .751 --

46 .821 --

102 .059 ---

95 .680

98 .669 23 281

99 .888 29 379

100,123 37 .546

178,519 --

394,361

.18720

439 .41 2 251 .978

Total revenue 35 .009

62 .704

112 .684

191,399

208 .000

221,728

235 .032

250 .309

$401 .796

Reason Why Fraudulen t

+Estimate s

Report Title

Downgrading to a Buy from a Strong Bu y

Author(s) Date of

John Byun, Erik Swords, Brent Thill, Ian W . Tol l March 2, 200 1

Statement Page Number

3

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 47 of 262)

108 2.7 $915 .068

$1 .200,58 1

Fraudulent

Statement

Commerce On e Income Statement ( data in thousands, except per share)

-- FY2000 by Qua rt er -License revenue Service revenue Network revenue

Se t) 00

Dec 00

Mar 01E

Jun 01E

27 .121 40.953 7,888 21,751

65,863 46 .821

89,340 102 .059

93,600 95,680

99 .778 98,669

18720

2 .~ 281

112,684

191 .399

208 .000

221 .728

--

Total revenue

Reason Why Fraudulent

- FY2001E by Quarter --

Mar 00 Jun 00

35,009 62,704

Fiscal Year Ends Decembe r

Se 01

Dec 01E

2000

2001E

002E

105 .764 99 .888 379 235 .032

112 .639 100 .123

223,277 178 .519

411 .781 394 .361

509,19 1 439.41 2

--

108927

25(978

250 .309

S401,796

$915.068

$1,200 .58 1

37 .54

+Estimate s

nd f CMRC

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 48 of 262)

Coritlian Corporation - CORI Report Title

Initiating Coverage with a Buy Rating and $37 Price Targe t

Author(s)

James Marks, Mark St . Mari e

Date of Statement Page Number Fraudulent Statement

May 8, 200 0

Reason Why Fraudulent

+Estimates

Report Title Author(s) Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

Initiating Coverage with a Buy Rating and $37 Price T arge t

4 Translated into share prices, we believe that the company should be able to generate revenues of close to $500 million by 2005, with operatin g margins approaching 20%, or earnings of roughly $60 million .

James Marks, Mark St . Mari e May 8, 200 0

5 It should also be noted that our $38 million revenue estimate for Corillian in 2001 was formulated before it signed three large bank deals in a matte r of months . An upward revision in this estimate would, of course, narrow the price/revenue multiple . +Cautionar y

Report Title

Initiating Coverage with a Buy Rating and $37 Price Targe t

Author(s) Date o f Statement Page Number Fraudulen t Statement Reason Why Fraudulent

James Marks, Mark St . Mari e May 8, 2000

7 We believe that the company should be able to generate revenues of close to $500 million by 2005, with operating margins approaching 20%, o r earnings of roughly $60 millio n +Estimates

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 49 of 262)

Report Title

Initiating Coverage with a Buy Rating and $37 Price Target

Author(s) Date of Statemen t

James Marks, Mark St. Mari e

Page

8

May 8, 2000

Numbe r Fraudulent Statement

Exhibit 1 Income Statement

1 r" E RwanuQ%

2.925

Reason Why Fraudulen t

+Estimate s

Report Title

Releases 1Q00 Earnings Repor t

Author(s)

James Marks, Mark St . Mari e

Date of

May 9, 2000

2000E 3c 0E 4ClOOE 1001E 2001E 3w1 E 4001E 195€ 1999 2000E x301 E 4 .255

5. 200 5.890 7,030 8 .740 10 .486 11 .662 3.393 7,736

18.350 3 7,91 8

Statemen t Page Numbe r Fraudulent

Statement

2 Announces 1Q00 earnings . Corillian last night reported revenues of $3 .3 million, bettering our estimate of $2 .9 million, versus $1 .4 million in th e year ago quarter, and $2 .7 million in 4Q99 .

Reason Why Fraudulent

+Surprise s

Report Title

Releases 1Q00 Earnings Repor t

Author(s)

James Marks, Mark St . Mari e

Date of

May 9, 200 0

Statement Page Number

8

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 50 of 262)

Fraudulent Statement

Reason Why Fraudulen t

We believe that the company should be able to generate revenues of close to $500 million by 2005, with operating margins approaching 20%, o r earnings of roughly $60 million .

Revenues in 2005, $M +Estimates

Report Title

Releases 1Q00 Earnings Report

Author(s)

James Marks, Mark St . Marie

Date of

May 9, 2000

So o

Statemen t Page Number Fraudulent

Statement

6 It should also be noted that our $38 million revenue estimate for Corillian in 2001 was formulated before it signed three large bank deals in a matte r of months . An upward revision in this estimate would, of course, narrow the price/revenue multiple .

Reason Why Fraudulen t

+Estimate s

Report Title

Releases 1Q00 Earnings Report

Author(s)

James Marks, Mark St . Mari e

Date of

May 9, 2000

Statemen t Page Number Fraudulent

9 Corillian

CX

BD

N

Statement Exhibit 1 Income Statement 1000 2000E 3000E 4CDOE Rwonuos

3.255

4 .255 5.280

5890

1001E

21111E

3u01E 4001E

7, 030 9 .740 10. 486 11 .66 2

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 51 of 262)

1998

1 CKA

2000E 2001 E

3 .393 7 .7 36 18.680 37.9 19

Reason Why Fraudulent

+Estimates

Report Title

Initiated Coverage with a Buy Rating and $37 Price Target

Author (s)

James Marks, Mark St . Mari e

Date of

May 26, 200 0

Statement Page Number Fraudulent Statement Reason Wh y Fraudulent

4

Report Title

Initiated Coverage with a Buy Rating and $37 Price Target

Author(s)

James Marks, Mark St . Mari e

Date of Statement

May 26, 200 0

Page Number Fraudulen t Statement Reason Why Fraudulent

14 It should also be noted that our $38 million revenue estimate for Corillian in 2001 was formulated before it signed three large bank deals in a matte r of months . An upward revision in this estimate would, of course, narrow the price/revenue multiple .

Report Title

Initiated Coverage with a Buy Rating and $37 Price Target

Author(s) Date of Statement Page Number

James Marks, Mark St . Mari e

Translated into share prices, we believe that the company should be able to generate revenues of close to $500 million by 2005, with operatin g margins approaching 20%, or earnings of roughly $60 million . +Estimate s

+Cautionar y

May 26, 2000

16

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 52 of 262)

Fraudulent Statement Reason Why Fraudulent

We believe that the company should be able to generate revenues of close to $500 million by 2005, with operating margins approaching 20%, o r earnings of roughly $60 million . At a 50 multiple, that would translate into roughly $80 per share in 2004 . Using a 30% expected return, or discoun t rate, that would equate to $37 per share one year from now, forming the basis for our Buy recommendation and our $37 12-month price target . Revenues in 2005, $ millions 500 +Estimate s

Report Title

Initiated Coverage with a Buy Rating and $37 Price Targe t

Author(s)

James Marks, Mark St . Mari e

Date of

May 26, 2000

Statemen t Page Number Fraudulent

20 CREW S

Corillian

BOSTON

Statement Exhibit 1 2 Income Statement 1000 Revenues

2000E

3000E

4000E

3.255 4 .255 5.257 5. 913

Reason Why Fraudulen t

+Estimate s

Report Title

Corillian reports 2nd quarter ea rn ings ; trounces revenue estimates .

Author(s)

James Marks, Mark St . Mari e

Date of

July 26, 2000

1001E

2001E

3001E

4001E

7.055 8 .755 10 . 502 11 . 700

1998

1999

2000E

2001 E

3.393 7. 736 18 .680 38 .01 2

Statement Page Numbe r Fraudulent

Revenues trounce estimates . Revenues came in at $5 .7 million, an increase of 76% sequentially and well ahead of our estimate of $4 .3 million .

Statement Reason Why

+Surprise s

Fraudulent

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 53 of 262)

Report Title

Corillian reports 2nd quarter earnings ; trounces revenue estimates .

Author(s)

James Marks, Mark St. Mari e

Date of Statement Page Number

July 26, 2000

Fraudulen t Statement

Increasing Revenue Estimates . We are encouraged by the level of execution that this quarter's revenue surprise indicates, and the upside potential tha t this quarter's large contract signings represent . Accordingly we are increasing our revenue estimates for to $6 .4 million from $5 .3 million for 3Q2000 and to $22 .7 million from $18 .7 million for 2000.

Reason Wh y Fraudulent

+Revision s

Report Title

Corillian reports 2nd quarter earnings ; trounces revenue estimates .

Author(s)

James Marks, Mark St . Mari e

Date of Statement Page Number Fraudulen t Statement Reason Wh y Fraudulent

July 26, 2000

Report Title

Corillian reports 2nd quarter earnings ; trounces revenue estimates .

Author(s)

James Marks, Mark St . Mari e

Date of

July 26, 2000

1

3 Revenues above Expectations Revenues came in at $5 .7 million, an increase of 76% sequentially and well ahead of our estimate of $4 .3 million . +Surprise s

Statement Page Number Fraudulen t Statement

3 We had expected sequential revenue growth of 31%, rather than the 76% posted by the company . The company recognizes revenue on a percentage of completion basis, and the upside for the quarter stems from the company reaching key milestones for client projects more quickly than anticipated .

Reason Why Fraudulent

+Surprise s

Report Title

Corillian repo rts 2nd quarter earnings ; trounces revenue estimates .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 54 of 262)

Author(s)

James Marks, Mark St . Mari e

Date of Statement Page Number

July 26, 2000

Fraudulent Statement

We expect healthy sequential growth of about 12% heading into 3Q2000, with this growth driven by partial revenue recognition from this quarter' s signings . Accordingly we are increasing our revenue estimates for to $6 .4 million from $5 .3 million for 3Q2000 and to $22 .7 million from $18 . 7 million for 2000 . +Revision s

Reason Why Fraudulent

3

Report Title

Corillian repo rt s 2nd quart er earnings ; trounces revenue estimates .

Author (s)

James Marks, Mark St . Mari e

Date of Statement Page Number Fraudulent Statement

July 26, 2000

5 Corillian

WFM-i FIRST w

Exhibit 1 Income Statement 1000 2000 3000E 4000 E Revenues

Reason Why Fraudulent

3 .255 5,723

6,440 7 , 350

1001E 2001E 3001E 4001 E 9, 200 9 . 500 10 , 925 12 . 065

+Estimate s

Report Title

Recent spate of deal announcements points to continued momentum .

Author(s)

James Marks, Mark St . Mari e

Date o f Statement Page Number

September 15, 200 0

1

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 55 of 262)

1999 2000E 2001 E 7 .736 22 . 766 40,69 0

Fraudulent Statement Reason Why Fraudulen t

We are raising our September quarter revenue estimates for Corillian by 13% to $7 .3 million from $6 .4 million . Our FY2000 revenue estimate i s going to $24 .0 million from $22 .8 million and from $40 .7 million to $42 .4 million in FY 01 .

Report Title

Recent spate of deal announcements points to continued momentum .

Author(s) Date of

James Marks, Mark St . Mari e

+Revision s

September 15, 2000

Statemen t Page Number Fraudulent

4

Statement

Due to execution on its large contracts, we are raising our September quarter revenue estimates for Corillian by 13% to $7 .28 million from $6 .4 4 million and FY2000 revenues to $24 .0 million from $22 .8 million . We are also raising our full year estimates for FY2001, to $42 .4 million fro m $40 .7 million, as the company's top line should benefit from the strong implementation pipeline established by the signings announced in the secon d half of 2000 .

Reason Why

+Revision s

Fraudulent Report Title

Recent spate of deal announcements points to continued momentum .

Author(s)

James Marks, Mark St . Mari e

Date of Statemen t Page Number Fraudulent

September 15, 2000

5 FRU

BOGMN

Corillian

Statement Exhibit I Income Statement CORILLIAN INCOME STATEMEN T 1099 2099 3099 4099 1030 2000 3000E 4000E 1001E 2001E 3001E 4001E 1998 1999 2000E 2001 E Revenues

Reason Why Fraudulent

1,405

1 .337 2 .287 2 . 707 3 .255 5,723 7, 280 7 , 770 8 .200 10 .000 11 . 500 12.?00 3,393 7 . 7 34 24 , 028 42,40 0

+Estimate s

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 56 of 262)

Report Title Author(s) Date o f Statement Page Number Fraudulent Statement

Reports September Quarter Revenues 31 % Above Estimates .

Reason Why Fraudulent

+Surprise s

Report Title Author(s) Date o f Statement Page Number Fraudulent Statement

Reports September Qua rt er Revenues 31% Above Estimates .

Reason Why Fraudulent

+Revision s

Report Title

Reports September Quarter Revenues 31% Above Estimates .

Author(s)

James Marks, Mark St . Mari e

Date of Statement Page Number Fraudulen t Statement Reason Wh y Fraudulent

October 24, 2000

Report Title Author(s)

Reports September Quarter Revenues 31 % Above Estimates .

James Marks, Mark St . Mari e October 24, 2000

1 Reports Revenues 31% above Estimates . Corillian last night reported September quarter revenues of $9 .5 million versus our estimate of $7 .3 million , an increase of 66% from June quarter revenues of $5 .7 million .

James Marks, Mark St . Mari e October 24, 200 0

1 Raising Revenue Estimates . We have increased our revenue estimates for the December quarter and FY2001 to $10 .9 million from $7 .8 million an d to $54 .7 million from $42 .4 million, respectively .

1 In April of 2000, when Corillian went public, 2000 and 2001 revenue estimates were only $18 .3 million and $37 .9 million, respectively, versus $29 . 3 and $54 .7 million today-a testament to the company's high level of execution in a short period of time . +Revision s

James Marks, Mark St . Mari e

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 57 of 262)

Date of

October 24, 2000

Statemen t Page Number

1

Fraudulent

December Quarter Outlook Positive for Revenues and Gross Margins . The company has indicated December quarter revenues of $10-11 million . We

Statement

believe that may even be conservative as the company expects both the Bank One and Wachovia implementations to close by year end, triggerin g si ni fi cant revenue recognition . +Cautionar y

Reason Why Fraudulent Report Title

Repo rt s September Quarter Revenues 31 % Above Estimates .

Author (s)

James Marks, Mark St . Mari e

Date of

October 24, 2000

Statemen t Page Numbe r Fraudulen t Statement

4 Corillian

90SM N

Exhibit 1 Income Statemen t CORILLIAN INCOME STATEMEN T 1099 2Q99 3099

4099 1000 2000

3000

4000E

1001E 2001E 3001E

1 .405 1 .337 2.297 2 707 3. 255 5 .723 9. 515 10.850 11 .400 13 .000 14 .375 15,075 3 .393 7 .736 29.343 54.73 0

Revenues

Reason Why Fraudulen t

+Estimates

Report Title

Corillian acquires bank-technology consulting firm .

Author(s) Date of

James Marks, Art Bender November 18, 2000

Statemen t Page Number

4601E 1998 1999 2000E 20D1 E

3

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 58 of 262)

Fraudulen t Statement

Corillian

BOSTTON

Exhibit 1 Income Statement CORILLIAN INCOME STATEMENT 1099 2099 3499 4099 Revenues

1000 2000 3000 4000E 1001E 2001E 3001E

4001E

1 .405 1 .337 2.297 2 .707 3,255 5 .723 9. 515 10 .050 11 .400 13 .000 14. 375 15.97 5

Reason Why Fraudulent

+Estimates

Report Title

Corillian report s December quarter earnings ; beats revenue estimates ; ups guidance .

Author(s) Date of Statement Page Number Fraudulent Statement

James Marks, Sam John ,

Reason Why Fraudulent

+Surprise s

Report Title

Corillian reports December qua rter earnings ; beats revenue estimates ; ups guidance .

Author (s)

James Marks, Sam John ,

Date of Statement Page Number Fraudulent Statement

February 7, 200 1

Reason Wh y Fraudulent

+Revision s

Report Title

Corillian reports December quarter earnings ; beats revenue estimates ; ups guidance .

1990 1909 2000E 2001 E 3 .393 7 736 29.343 54 .730

February 7, 200 1

1 Revenue above estimates . Corillian last night reported September quarter revenues of $12 .4 million ($11 .2 million excluding revenues form th e Hatcher acquisition) versus our estimate of $10 .9 million, an increase of 30% from September quarter revenues of $9 .5 million .

1 Raising revenue estimates . . . . again . We have increased our revenue estimates for the March quarter and FY2001 to $14 .1 million from $11 .5 million and to $71 .5 million from $54 .7 million, respectively .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 59 of 262)

Author(s)

James Marks, Sam John ,

Date of Statement

February 7, 200 1

Page Number

1

Fraudulen t Statement

In April of 2000, when Corillian went public, 2000 and 2001 revenue estimates were only $18 .3 million and $37 .9 million, respectively . Actua l revenue for 2000 came in 62% above the original estimate at $29 .7 million (excluding Hatcher), and our estimate for 2001 (excluding Hatcher) stand at $57 million today- a testament to the company's high level of execution in a short period of time .

Reason Wh y Fraudulent

+Surprise s

Report Title Author(s) Date of Statement Page Number Fraudulen t Statement

Corillian reports December quarter ea rn ings ; beats revenue estimates ; ups guidance .

Reason Wh y Fraudulent

+Revision s

Report Title

Corillian repo rts December quarter earnings ; beats revenue estimates ; ups guidance .

Author(s)

James Marks, Sam John ,

Date of Statement

February 7, 200 1

Page Number

4

James Marks, Sam John , February 7, 200 1

I We are increasing our revenue estimate to account for organic growth and the acquisition of Hatcher Associates .

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 60 of 262)

Fraudulent

FIREf f

Corillian

suss BOSMN

Statement Exhibit 1 Income Statemen t CORILLIAN INCOME STATEMEN T 1099 2099 3099 4099 1000 2000 3000 4000 1001E Revenues

Reason Why Fraudulent

1 .405 1 .337 2.287 2,707 3,255 5 .723

2001E

3001E 4001E

1998 1999 2000 2001 E

9 .515 12 ,359 14 .125 17,121 19.112 21 .098 3 .393 7.73E 30.853 71,456

+Estimate s

End of CORI

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 61 of 262)

Centitlium. Coyontunicatio Inc. ..CTLM Report Title

Initiating Coverage on CTLM with Buy Rating and $75 Price Target : Pure Play IC Provider Enabling DSL Broadband .

Author(s) Date o f Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Charlie Glavin, CFA, Regina Eberhart, Genia Jone s

Report Title

Initiating Coverage on CTLM with Buy Rating and $75 Price Target : Pure Play IC Provider Enabling DSL Broadband .

Author(s)

Charlie Glavin, CFA, Regina Eberhart, Genia Jone s

Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

June 19, 2000

Report Title

Initiating Coverage on CTLM with Buy Rating and $75 Price Target : Pure Play IC Provider Enabling DSL Broadband .

Author(s)

Charlie Glavin, CFA, Regina Eberhart, Genia Jone s

Date o f Statement Page Number

June 19, 2000

June 19, 2000

7 Anticipate Triple Digit Y/Y Revenue Growth through 2002 We have conservatively estimated that Centillium's 2000 revenue will come in a t $24 million, growing 165% to $63 million in 2001 . +Estimate s

8 We also believe that we have been very conservative with our estimates as they only reflect the potential for revenue attained off of current desig n wins . +Cautionar y

10

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 62 of 262)

Fraudulent Statement

~ I mlw

Centilliurn

BOSTON

Exhibit 3 Income Statement 19 99 2000 200 1 01 02 03 04 02E 03E 04E FYE 01E FYE O1A. WE 03E WE FYE tlar-yu (SMillionsi u-y Jun -gu KUer_"00 AL-01 O=- LIL Il r, 9ar-00 " A SPD•OO rpf-( ll 11L venues 50 .05 $0 .66 kNetr 50.85 52 .19 53.74 54.72 $5 .59 56.31 57 .10 523.72 58 .86 $ 11 .95 $17 .81 523 .97 $62 .60

Reason Why Fraudulent

+Estimates

Report Title

CTLM : Quarterly Earnings Previe w

Author (s)

Charlie Glavin, CFA, Regina Eberhart, Genia Jone s

Date of

July 11, 200 0

Statement Page Number Fraudulent Statement Reason Why Fraudulent

1 We believe that CTLM can easily exceed our (conservative) revenue estimate of $5 .6 million for the company's June quarter, reflecting greater tha n 18% sequential growth . +Cautionar y

Report Title

CTLM : Quarterly Earnings Previe w

Author (s)

Charlie Glavin, CFA, Regina Eberhart, Genia Jone s

Date o f

July 11, 200 0

Statement Page Number Fraudulen t Statement Reason Why Fraudulent

2

Report Title

CTLM : Quarterly Earnings Previe w

Author(s)

Charlie Glavin, CFA, Regina Eberhart, Genia Jone s

We believe that CTLM can easily exceed our (conservative) revenue estimate of $5 .6 million for the company's June quarter, reflecting greater tha n 18% sequential growth . +Cautionar y

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 63 of 262)

Date of

Statement Page Number Fraudulent Statement

July 11, 2000

3 * F

Centillium

N

Exhibit 1 Income Statement 163U i3 Millions,

2000

200 1

01 02 03 04 FYE 01A 02E 03E 04E FYE OlE 02 E kLg JuL& Se°_9 ,; Dec-99 DcAlar-Ql Seo-00 L__ to tilau Jun_Ol ALL

Nat revenues $0 .05 $0 .66 $0 .85 52 .19 $3 .14

$4.72

$5 .59

$6 .31 $7.10 $23 .72

Reason Why Fraudulent

+Estimate s

Report Title

Maintain Buy rating, Increasing Price Target to $100 on Strong Revenue Growth and Explosive Target Market .

Author (s)

Charlie Glavin, CFA, Regina Eberhart, Caroline Moon, Genia Jone s

Date of

July 20, 2000

$8 .86 $11 .95

03E 04E FY E SUL IC-01 jg;u

S1? .81 $23 .97 562.60

Statemen t Page Number

I

Fraudulent Statement

Centillium posted impressive 100%+ Q/Q revenue growth in 2Q00, with higher than anticipated topline results ($9 .7M versus our $5 .6 M expectations), and a slew of design wins that should fuel future growth .

Reason Why

+Surprise s

Fraudulen t Report Title

Maintain Buy rating, Increasing Price Target to $100 on Strong Revenue Growth and Explosive Target Market .

Author(s)

Charlie Glavin, CFA, Regina Eberhart, Caroline Moon, Genia Jone s

Date of

July 20, 200 0

Statemen t Page Number

I

Fraudulent

We are raising our revenue estimates for 2000 to $45 MM (from $24 MM) and for 2001 to $100 MM (from $63 MM) .

Statement Reason Why Fraudulent

+Revision s

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 64 of 262)

Report Title Author(s)

Maintain Buy rating, Increasing Price Target to $100 on S trong Revenue Growth and Explosive Target Market .

Date of

July 20, 200 0

Statement Page Number Fraudulent Statement Reason Why Fraudulent Report Title Author(s) Date of

Charlie Glavin, CFA, Regina Eberhart, Caroline Moon, Genia Jones

2 Centillium reported sequential revenue growth of over 100%, posting results of $9 .7 million, which beat our revenue estimates of $5 .6 million for the quarter by almost 75% . +Surprise s

Maintain Buy rating, Increasing Price Target to $100 on Strong Revenue Growth and Explosive Target Market . Charlie Glavin, CFA, Regina Eberhart, Caroline Moon, Genia Jones July 20, 2000

Statement Page Number Fraudulent Statement Reason Why Fraudulent

3

Report Title Author(s) Date of Statement Page Number Fraudulent Statement

Maintain Buy rating, Increasing Price Target to $100 on Strong Revenue Growth and Explosive Target Market .

Raising Revenue Estimates to $45 MM in 2000 and $100 MM in 2001 We are raising our revenue estimates on CTLM to $45 million in 200 0 (formerly $24 million) and an even $100 million in 2001 (up from $63 million) . +Revision s

Charlie Glavin, CFA, Regina Eberhart, Caroline Moon, Genia Jone s July 20, 2000

4 Exhibit I Previous vs . Revised Estimate s Revenues

342000E

2000E

2001 E

old $6 .3 $23 .7 $62 .6 NOW $14 $45 S10 0 Source: CSFB Technology G roup estimates .

Reason Why Fraudulent

+Estimates

Report Title

Maintain Buy rating, Increasing Price Target to $100 on Strong Revenue Growth and Explosi v e Target Market .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 65 of 262)

Author(s) Date of

Charlie Glavin, CFA, Regina Eberhart, Caroline Moon, Genia Jone s July 20, 200 0

Statemen t Page Number Fraudulent

6 Centillium

F

N

Statement Exhibit 2 Income Statement

J$ MWiions) W revenues

1999 2000 at 02 03 04 FYE 01 Q2A 03E 04E FYE WE 02E Mar-99 Jun-99 So 99 Dec -99 Dec-99 Mar- 00 Jun- 00 Sap-00 Dec-00 Dec-00 Mar-0 1 Jun - 01 $0 .1 $0 .7 $0 .9 $2.2 $3.7 $4. 7 $9.8

$ 14.0 $16.5 $49.0

$ 19 .8 $23 .4

Reason Why Fraudulen t

+Estimate s

Report Title

Maintained Buy Rating, Increased Price Target to $100 on Strong Revenue Growth and Explosive Target Market .

Author(s)

Charlie Glavin, CFA, Regina Eberhart, Caroline Moon, Genia Jone s

Date of

August 4, 200 0

200 1 03E 04E FY E Dec-01 Doc-01 Say-01 $26 .8 $30.1 $100.0

Statemen t Page Number

1

Fraudulent

We have raised our revenue estimates for 2000 to $45 MM (from $24 MM) and for 2001 to $100 MM (from $63 MM) .

Statemen t Reason Why Fraudulen t

+Revision s

Report Title

Maintained Buy Rating, Increased Price Target to $100 on Strong Revenue Growth and Explosive Target Market .

Author(s)

Charlie Glavin, CFA, Regina Eberhart, Caroline Moon, Genia Jone s

Date of

August 4, 200 0

Statemen t Page Number

2

Fraudulent Statement Reason Why Fraudulent

July 19, Centillium reported sequential revenue growth of over 100%, posting results of $9 .7 million, which beat our revenu e estimates of $5 . 6 million for the quarter by almost 75 +Surprise s

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 66 of 262)

Report Title

Maintained Buy Rating, Increased Price Target to $100 on Strong Revenue Growth and Explosive Target Market .

Author(s)

Charlie Glavin, CFA, Regina Eberhart, Caroline Moon, Genia Jone s

Date of

August 4, 2000

Statemen t Page Number

4

Fraudulent

Raise Revenue Estimates to $45 MM in 2000 and $100 MM in 2001 We have raised our revenue estimates on CTLM to $45 million in 200 0 (formerly $24 million) and an even $100 million in 2001 (up from $63 million) .

Statement Reason Why Fraudulen t

+Revisions

Report Title

Maintained Buy Rating, Increased Price Target to $100 on Strong Revenue Growth and Explosive Target Market .

Author(s)

Charlie Glavin, CFA, Regina Eberha rt, Caroline Moon, Genia Jones

Date of

August 4, 2000

Statemen t Page Number

Fraudulen t

Statement

4

Exhibit 2 Previous versus Revised Estimate s EPS

302000E

2000E

2001 E

Old ($0 .24) ($0 .91) ($0 .64 ) New (S0 .19) ($0 .82) ($0 .53 ) Revenues 302000E 2000E 2001 E

Old S6 .3 $23 .7 $62.6 New S14 S45 $10 0 Source: CSFB Technology Gro up estimates .

Reason Why Fraudulen t

+Estimate s

Report Title

Maintained Buy Rating, Increased Price Target to $100 on S trong Revenue Growth and Explosive Target Market .

Author(s)

Charlie Glavin, CFA, Regina Eberhart, Caroline Moon, Genia Jone s

Date of

August 4, 2000

Statemen t Page Number

6 Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 67 of 262)

Fraudulen t Statement

Centillium

a Fe ro N

Exhibit 3 Qua rterly Income Statement , FY 1999A-2001 E 1999 ($ Millions)

Mar-99 Jun-99 Ser -99 Dec-90

De c-99 Idar-00 Jun-00 Se -00 Dec -00

Net revenues $0 .1 $0.7 $0.9 $2 . 2 $3.7

Reason Why Fraudulent

+Estimate s

Report Title

CTLM : Quarter Previe w

Author(s)

Charlie Glavin, CFA, Regina Eberhart, Caroline Moo n

2000

$4.7 $9.8

$14 .0 $16.5

Dec-00

2001 Mar-01 Jun-01 Seo-01 Dec-01 Dec-01

$45.0 $19 .8 $23. 4 $26 .8

$30 .1 $1 00 . 0

October 3, 200 0 Date of Statement Page Number 1 While we have modeled revenue of $14 million for the September (up 44% from June), we would not be surprised to see approach, if not exceed th e Fraudulen t $16 million level (50-60% growth) . Statement Reason Why +Cautionary Fraudulent

Report Title

CTLM : Quarter Previe w

Author(s)

Charlie Glavin, CFA, Regina Eberhart, Caroline Moo n

Date of Statement Page Number Fraudulen t Statement

October 3, 2000

Reason Wh y Fraudulent

+Cautionary

Report Title

CTLM : Quarter Previe w

Author(s)

Charlie Glavin, CFA, Regina Eberhart, Caroline Moo n

2 While we have modeled revenue of $14 million for the September (up 44% from June), we would not be surprised to see approach, if not exceed th e $16 million level (50-60% growth) .

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 68 of 262)

Date of Statement Page Number Fraudulent Statement

October 3, 200 0

3 Centillium

Fi

N

Exhibit I Income Statement Q1

02

1999 03 04 FYE 01

( $ Millions )

Afar-99 Jun-99 SeoA9

Net

$0 .1 $0 .7 $0 .9 $2 .2

revenues

Dec-99 Dec-99

5.3.7

2000 02A 03E 04E FYE

Mar-00 Jun -00 Seo-00 Dec-00

5.4 .7 $9. 8

Reason Why Fraudulen t

+Estimates

Report Title

CTLM Reports Strong Upside for 3Q and Guidance ; Raising Estimate s

Author(s) Date of

Charlie Glavin, CFA, Regina Eberhar t

$ 14 .0

Dec-00

200 1 0 1E 02E 03E

04E

Alar_O1 Jun-01 Sen-01

Dec -0I Dec-0 1

$ 16 .5 $45 . 0 519 .8 $23.4

FYE

$ 26.8 $30 . 1 $100. 0

October 18, 200 0

Statement Page Number Fraudulent Statement

CTLM posted another quarter of very strong upside-revenues of $17 .7 mm came in at 80%+ Q/Q growth in 3Q, higher than our $14 mm estimate s and previewed expectations .

1

Reason Why

+Surprise s

Fraudulent

Report Title

CTLM Reports S trong Upside for 3Q and Guidance ; Raising Estimate s

Author(s) Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

Charlie Glavin, CFA, Regina Eberhar t October 18, 200 0

I We raise revenue estimates for 2000 to $54 .5 MM (was $45 MM) and for 2001 to $136 MM (was $100 MM) . +Revision s

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 69 of 262)

Report Title

CTLM Reports S tr ong Upside for 3Q and Guidance ; Raising Estimate s

Author(s)

Charlie Glavin, CFA, Regina Eberhar t

Date of Statement Page Number Fraudulent

October 18, 2000

Statement Reason Why

2 Centillium reported sequential revenue growth of over 80% to $17 .7 million, which beat our revenue estimates of $14 million for the quarter as wel l as our preview expectations outlined in our Quarter Preview (see First Call 10/3/2000) .

+Surprise s

Fraudulen t Report Title Author(s)

CTLM Reports Strong Upside for 3Q and Guidance ; Raising Estimate s

Date of

October 18, 2000

Statemen t Page Number Fraudulent Statement Reason Why Fraudulen t

Charlie Glavin, CFA, Regina Eberhar t

3 Raising Revenue Estimates to $55 MM in 2000 and $137 MM in 200 1 We are raising our revenue estimates on CTLM to $54 .5 million in 2000 (formerly $45 million) and an even $137 million in 2001 (up from $10 0 million) . +Revision s

Report Title

CTLM Reports Strong Upside for 3Q and Guidance ; Raising Estimate s

Author(s) Date of Statement Page Number

Charlie Glavin, CFA, Regina Eberha rt

Fraudulent Statement

October 18, 200 0

4

Exhibit 1

previous vs. Revised Estimate s Revenues 4 0 2000E 2000E 2001 E

Old $16 .5 $45 $10 0 New $22.4 $55 $13 7 Source : CSFB Technology Group estimates .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 70 of 262)

Reason Why Fraudulent

+Revision s

Report Title Author(s) Date of Statement Page Number Fraudulen t Statement

CTLM Report s Strong Upside for 3Q and Guidance ; Raising Estimate s

Reason Why Fraudulent

+Cautionary

Report Title

CTLM Reports Strong Upside for 3Q and Guidance ; Raising Estimate s

Author(s)

Charlie Glavin, CFA, Regina Eberhar t

Date of Statement Page Number Fraudulent Statement

October 18, 200 0

Charlie Glavin, CFA, Regina Eberhar t October 18, 200 0

4 However, we believe that we have been very conservative with both our revenue estimates and cost assumptions in our model and believe tha t significant leverage remains .

5 Centillium

BOSMN

Exhibit 2 Income Statement 1999 2000 200 1 01 02 03 04 FYE 01 02 03A 04E FYE O1E 02E 03E 04E FY E Ma r-99 Jun-99 Sep-99 Dec-99 Jun-00 Sep-00 Dec-00 Dec-00 Mar-01 Jun-01 1 Dec-01 Dec-0 1 latQ2

($ Millions ) Net revenues

$0.1 $0 .7 $0.9 32.2 $3 .7 34 .7

Reason Wh y Fraudulent

+Estimates

Report Title

CTLM Reports Strong Upside for 3Q and Guidance ; Raising Estimate s

Author(s) Date of Statement

Charlie Glavin, CFA, Regina Eberhar t

$ 9.8 $17. 7 $22. 4 $54 .5

November 8, 2000

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 71 of 262)

$26 .85

$31 .67

336 .3 $40 .9 $135 .7

Page Number Fraudulen t Statement

I On October 17, CTLM posted another quarter of very strong upside- revenues of $17 .7 mm came in at 80%+ Q/Q growth in 3Q, higher than ou r $14 mm estimates and previewed expectations .

Reason Wh y Fraudulent

+Surprise s

Report Title

CTLM Reports Strong Upside for 3Q and Guidance ; Raising Estimates

Author(s) Date of Statement

Charlie Glavin, CFA, Regina Eberhar t

Page Number Fraudulen t Statement

November 8, 200 0

1 We raised revenue estimates for 2000 to $54 .5 MM (was $45 MM) an d for 2001 to $136 MM (was $100 MM) .

Reason Wh y Fraudulent

+Revision s

Report Title

CTLM Reports Strong Upside for 3Q and Guidance ; Raising Estimates

Author(s)

Charlie Glavin, CFA, Regina Eberhar t

Date of Statement

November 8, 2000

Page Number

2

Fraudulen t Statement

On October 17, Centillium reported sequential revenue growth of over 80% to $17 .7 million, which beat our revenue estimates of $14 million fo r the quarter as well as our preview expectations outlined in our Quarter Preview (see First Call note of 10/3/2000) .

Reason Wh y Fraudulent

+Surprises

Report Title

CTLM Reports Strong Upside for 3Q and Guidance ; Raising Estimates

Author(s)

Charlie Glavin, CFA, Regina Eberhar t

Date of

November 8, 200 0

Statement Page Number

2

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 72 of 262)

Fraudulent

Exhibit 1 CTLM 3Q00 Results versus Expectation s

Statement

Reason Why Fraudulen t

Fiscal Year Ends December f5 & Shares in Millions) Net Sales +Surprise s

3000A 3000E DIFF %CHG 3000A 2000A $ 17 .66 $14. 00 $3.66 26 . 13% 517 .66 59 .75

DIFF %CHG % $7 . 91 81 .0 %

Report Title

CTLM Reports Strong Upside for 3Q and Guidance ; Raising Estimate s

Author(s) Date of Statement

Charlie Glavin, CFA, Regina Eberhar t

Page Number

6

Fraudulent Statement

Raising Revenue Estimates to $55 MM in 2000 and $137 MM in 200 1 We have raised our revenue estimates on CTLM to $54 .5 million in 2000 (formerly $45 million) and $137 million in 2001 (up from $100 million) .

Reason Why

+Revision s

November 8, 200 0

Fraudulen t Report Title

CTLM Reports Strong Upside for 3Q and Guidance ; Raising Estimate s

Author (s)

Charlie Glavin, CFA, Regina Eberhar t

Date of Statement

November 8, 2000

Page Number

6

Fraudulent Statement

Exhibit 6 Previous versus Revised Estimate s Revenues 4Q200DE 2000E Old $16 .5 S45 New $22.4 $55

Reason Why Fraudulent

2001 E S10 0 S13 7

+Revision s

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 73 of 262)

Report Title

CTLM Reports Strong Upside for 3Q and Guidance ; Raising Estimate s

Author(s)

Charlie Glavin, CFA, Regina Eberhar t

Date o f Statement Page Number Fraudulen t

November 8, 2000

7 Cll~i FIRST

Centillium

ls111lA! 90~T'ON

Statement Exhibit 7 Income Statement , FY 1999A-2001 E 3 in mil li ons , except per-share da ta 199 200 0 01 02 03 04 FYE 01 02 03A 04E FY E Mar-99 Jun-99 Se P-99 Dec-99 Dec- 99 Afar-00 Jun -0 0 Sep-0 0 Dec-00 Dec-0 0

(3 Millions)

200 1 01E 02E 03E 04E FY E Mar-0 1 Jun-01 Sep-01 Dec-01 Dec-0 1

Net revenues $0 .1 $0 .7 $0 .9 $2.2 $3 .7 34.7 $9 .8 $17 . 7 $22 .4 $54 . 5

Reason Wh y Fraudulent

+Estimate s

Report Title

CTLM : Earnings Previe w

Author(s)

Charlie Glavin, CFA, Regina Eberhar t

Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

January 10, 200 1

Report Title

CTLM : Earnings Previe w

Author (s)

Charlie Glavin, CFA, Regina Eberhar t

Date of Statement Page Number

January 10, 200 1

1 We believe that CTLM should report revenue slightly above our $22-2 3 million estimate and a loss of ($0 .10), with a modest increase in forward guidance . +Estimates

3

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 74 of 262)

$ 26 .85 $31 .67 336 . 3 $40 .9 $135 . 7

Fraudulen t Statement

Table 1 Income Statement

($ Millions)

1999 2000 200 1 at 02 03 04 FYE 01 0 2 03A 04E FYE 02E 03E 04E FY E WE ?Aar-99 Jun-99 Sea 99 Dec-99 Dec-99 Mar-00 Jun - 00 X00 De c- DO Dec -0 0 61g-0l Jun - 01 Sep -01 Dec-01 Dec-0 1

Net revenues $0 .1 $0 .7 $0.9 $2 .2 $3 .7

Reason Why Fraudulent

+Estimates

Report Title

Solid 4Q00 Means Breakeven in June - 3 Quarters Earl y

Author (s)

Charlie Glavin, CFA, Regina Eberhar t

Date of

January 24, 200 1

$4 .7 $9 .8 $17. 7 $22 .4 $64 .5 $26 .85

$31 .67

536.3 540.9

$135. 7

Statement Page Number

1

Fraudulen t Statement Reason Why Fraudulent

CTLM posted strong upside in 4Q00 -revenues grew 38% Q/Q to $24 .3 mm (vs . our $22 mm estimate), and also inched closer to profitability reporting EPS of $(0 .05), vs . a forecasted loss of 10 cents .

Report Title

Solid 4Q00 Means Breakeven in June - 3 Quarters Earl y

Author (s)

Charlie Glavin, CFA, Regina Eberhar t

Date of Statement

January 24, 200 1

Page Number

I We raise revenue estimates for 2001 to $145 MM (was $135 MM) and EPS to a gain of $0 .04, from $(0 .29) .

Fraudulen t Statement Reason Why Fraudulent

+Surprise s

+Revision s

Report Title

Solid 4Q00 Means Breakeven in June - 3 Quarters Earl y

Author(s) Date o f Statement

Charlie Glavin, CFA, Regina Eberhar t

Page Number

2

January 24, 200 1

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 75 of 262)

Fraudulent Statement

Centillium reported 4Q00 EPS of $(0 .05) on sequential revenue growth of 38% to $24 .3 million, beating our expectations for a loss of $(0 .10) o n revenue of $22 million for the quarter outlined in our Quarter Preview (see First Call 1/10/2001) .

Reason Why

+Surprises

Fraudulen t Report Title

Solid 4Q00 Means Breakeven in June - 3 Quarters Earl y

Author(s)

Charlie Glavin, CFA, Regina Eberhar t

Date of

January 24, 200 1

Statemen t Page Number

2

Exhibit I Previous vs. Revised Estimate s

Fraudulent Statement

Revenues 1Q2001E 2001 E

Old $26 .8 $135 . 7 New $30 .0 $145 . 0 Reason Why Fraudulen t

+Revisions

Report Title Author(s) Date of Statement Page Number Fraudulent Statement

Solid 4Q00 Means Breakeven in June - 3 Quarters Earl y

Reason Why

Charlie Glavin, CFA, Regina Eberha rt January 24, 200 1

4 Raising 2001 Revenue Estimate to $145 MM ; Plenty of Upside Remain s We are raising our revenue estimates on CTLM to $145 million in 2001 (up from $135 million), based on the current ramp of new products an d

customers, plus the company's design win pipeline . +Revisions

Fraudulent Report Title

Solid 4Q00 Means Breakeven in June - 3 Quarters Earl y

Author (s)

Charlie Glavin, CFA, Regina Eberhar t

Date of Statemen t Page Number

January 24, 200 1

5

Exhibit D : Misstatements and Omissions in CSFBC ' s Research Reports (Page 76 of 262)

Fraudulen t Statement

FIRST BQ6TON

Centillium

Exhibit 2 Income Statement 1999 2000 200 1 01 02 0 3 04 FYE 01 02 03 04A FYE 01E 02E 03E 04E FYE Mar-99 Jun-99 Sep-99 Dec-99 Dec-99 R1ar-00 Jun -00 Sep-00 Dec-00 Dec-00 Mar-01 Jun-') 1 Sep-01 Dec-01 Dec-0 1

(3 Millions,

Net revenues $0 .1 $0 .7 $0 .9 $2. 2 $3 .7 $4 .7 $9 .8 $17 .7 $24.3

Reason Why Fraudulent

$56 .5

$30 .0 $34 .0 $38 . 3 $42. 7 $145. 0

+Estimates

March Quarter Previe w Report Title Charlie Glavin, CFA, Regina Eberhar t Author(s) April 10, 200 1 Date o f Statement Page Number 1 We believe that CTLM should report revenue in line with our $30 mm estimate and a loss of ($0 .03) ; we also believe that in spite of the curren t Fraudulen t market uncertainty, the company is likely to stand by its previous CY01 guidance of $145 million or so . Statement +Estimate s Reason Why Fraudulent

Report

Title

March Quarter Previe w

Author(s)

Charlie Glavin, CFA, Regina Eberha rt

Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

April 10, 200 1

2 We believe that CTLM should report revenue in line with our $30 million estimate and a loss of ($0 .03) ; we also believe that given the curren t market uncertainty, the company is likely to stand by its previous CY01 guidance of $145 million or so . +Estimate s

Report Title

March Quarter Previe w

Author(s)

Charlie Glavin, CFA, Regina Eberhar t

Exhibit D : Misstatements and Omissions in CSFBC ' s Research Reports (Page 77 of 262)

Date of Statement Page Number Fraudulen t Statement

April 10, 200 1

3 Centillium

U MN

Exhibit 1 Income Statement (S Millions]

1599 200 0 04 FYE Q1 Q3 04A FYE 02 03 02 Mar-99 Jun-99 Sep - 09 Dec-99 Dec - 99 Mar-0 0 Jun-00 Sep -Q0 Dec-00 Dec-0 0

Net

$0 .1 $0 .7 $0 .9 $2 .2 $3 .7

01

revenues

$4 . 7

200 1 Q2E 04E FY E WE Mar-01 Jun-01 Sep-01 Dec-01 Dec-0 1

$9 .8 $17 .7 $24 . 3 $56. 5

Reason Wh y Fraudulent

+Estimate s

Report Title Author(s) Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Three Words You Didn't Expect to Hear this Quarter- "Estimates Raised Significantly"

Report Title Author(s) Date of Statement

Three Words You Didn't Expect to Hear this Quarter- "Estimates Raised Significantly "

Page Number

2

Fraudulent Statement

We estimate that revenue will come in at $167 million (prior estimate was $145 million) an d EPS of $0 .23 (versus our old estimate of $0 .04) .

Reason Wh y Fraudulent

+Estimates

QlE

$30 .0 $34 .0 $38.3 $42 .7 $145. 0

Charlie Glavin, CFA, Regina Eberhar t April 18, 200 1

1 We are raising estimates for 2001 to $167 mm and $0 .23 (was $145mm and $0 .04), on strong demand and solid 2Q visibility for 30% Q/Q growth . +Revision s

Charlie Glavin, CFA, Regina Eberhar t April 18, 200 1

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 78 of 262)

Report Title

Three Words You Didn't Expect to Hear this Quarter- "Estimates Raised Significantly "

Author(s)

Charlie Glavin, CFA, Regina Eberhar t

Date of Statement Page Number

April 18, 200 1

Fraudulent

2

Exhibit I Previous vs . Revised Estimate s

Statement

Revenues 202001E 2001 E

Old $34 .0 New $41 .5

$145 . 0 $167 . 0

EP S

Old $0 .00

$0.04

New $0 .06

$0.2 3

Source : CSFB Technology Group estimates . Reason Why

+Revision s

Fraudulen t Report Title

Three Words You Didn't Expect to Hear this Quarter- "Estimates Raised Significantly "

Author(s)

Charlie Glavin, CFA, Regina Eberhar t

Date of Statemen t

April 18, 200 1

Page Number

6 Centilliurn

Fraudulent Statement

N

Exhibit I Income Statement 1 1999 Ul 02 03 04 Mar-99 Jun-99 Sep-99 Dec-99

(S Millions)

Netrevenues 30 .1 $0 .7 $0 .9 $2 . 2

Reason Why Fraudulent

°_ .

2000 200 1 FYE 01A Q2E 03E WE FYE 01 0 2 03 04 Dec -9 9 Mar-00 Jun-00 Sea-0 0 Dec-00 Dec-00 Mar-0 1 Jun-01 Sea- 01 Dec-01 Dec-U 1 $3 .7 $4 .7 $9 . 8 $17.7 $24 .3

356 .6

$31 .9 $41 .4 $44 .7 $49 .0 $167. 0

+Estimate s

J. of CTLM

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 79 of 262)

Issuer Name

: ..

EMachines, Inc. - EEEE

Report Title

Initiating Coverage with a Buy Rating with FY 2000 an d 2001 Estimates of ($0 .03) and $0 .1 1

Author(s) Date of Statement Page Number Fraudulent Statement

Joel Pitt April 26, 2000

5 1998 Hardware Revenue March X0 .0 J, .^e C0 .0 Se !ernber 0 .0 December 58 .3 Total $59 .3 Internet Revenue March

Ave September December Total Total Revenue March Jun e September December Total

1999 $137 .4 213 .9 155 .3

2000E $223 .1 187 .4 243 .6

305 .6

353 .3

$812 .2

$1 .007 .5

$0 .0 0 .0 0 .0 0 .0 $0 .0

$i-i0 0 .0 0 .6 1 .5 $2 .1

$2 . 7

$0 .0 0 .0 0 .0 58 .3 $58 .3

$137 .4 213 .9 155 .9

3 07 .1 $814 .3

2001E $2899 .7 275 .2 316 .5 395 .6 $1,277 .0

3 .8 5 .7 9 .2 $21 .4

$10 .1 11 .2 13 .1 15 .6 $50 . 0

$225 .8 191 .2 249 .4 362 .5 $1 .028 .8

$299 .8 286 .5 329 .6 411 .2 $1 .327 .0

°, o Increas e Mach Jane Se .+ember Dcfember Total % Increas e Mara? June

1998

1999

2000E

2001 E

na na na na na

na na na 424 .4% 1293 .7%

62 .4% -12 .4% 56 .9% 15 .6% 24 . 0°!

29 .8°,0 46 .89. 29 .9 % 12 .0 % 26 .8 %

na

nmf nmf 836 .1 % 526 .5% 927 . 4%

278 .2 % 197 .4 % 129 .6 % 69 .1 % 133 .9%

64 .3% -10 .6% 60 .0% 18 .0% 26 .3%

32 .81 . 49 .8 % 32 .2 0 13 .49 . 29.0 %

Dumber Total

na

na na na nmf nmf

% Increas e Mich June Ser+emaer December Total

na na na na na

na na na 427 .0% 1297 . 3%

Septembe r

no no no

Reason Why Fraudulent

+Estimates

Report Title Author(s)

$0 .01 Q1 EPS is Well Above Consensus (and Our) ($0 .05) Estimate . Raising 2000 EPS Estimate to $0 .05 from ($0 .03) . Joel Pit t

Date of

April 28, 200 0

Statement Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 80 of 262)

Page Number

1

Fraudulen t Statement Reason Wh y Fraudulent

At $246 .4 million, up 79%, QI PC sales were $23 .3 million higher than our forecast (accounting for $0 .01 of the EPS upside) . Unit sales increase d 82% to 521,000 units .

Report Title Author(s)

$0.01 Q1 EPS is Well Above Consensus (and Our) ($0 .05) Estimate . Raising 2000 EPS Estimate to $0 .05 from ($0 .03) .

Date o f Statement

April 28, 2000

Page Number Fraudulen t Statement Reason Why Fraudulent

+Surprise s

Joel Pit t

I Internet-related revenue grew 131 %n sequentially to $3 .4 million, comfortably exceeding our $2 .7 million estimate (and accounting for $0 .01 o f upside .) Gross margin on Internet-related revenue was 90% . +Surprise s

Report Title

$0.01 Q 1 EPS is Well Above Consensus (and Our) ($0 .05) Estimate . Raising 2000 EPS Estimate to $0 .05 from ($0 .03) .

Author(s)

Joel Pitt

Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

April 28, 2000

Report Title

$0 .01 Q1 EPS is Well Above Consensus (and Our) ($0 .05) Estimate . Raising 2000 EPS Estimate to $0 .05 from ($0 .03) . Joel Pitt

Author(s) Date of Statement Page Number Fraudulen t Statement

3 Q1 PC revenue of $246 .4 million was $23 .1 million above our estimate of $223 .1 million . Unit shipments in the quarter were up 82% year-over year to 521,000 units . We estimate that upside in PC revenue accounted for $0 .01 of earnings upside (see Table 1) . +Surprise s

April 28, 200 0

3 Internet-related revenue grew 126% sequentially to $3 .4 million . This was $700K more than our estimate of $2 .7 million and accounted for roughl y $0.01 of the $0 .06 upside in EPS .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 81 of 262)

Reason Why Fraudulen t

+Surprises

Report Title

$0 .01 Q1 EPS is Well Above Consensus (and Our) ($0 .05) Estimate . Raising 2000 EPS Estimate to $0 .05 from ($0 .03) .

Author (s)

Joel Pitt April 28, 2000

Date of Statemen t Page Number Fraudulent Statement

5 Tabl e Machines : 01 00 Estimated vs. Actual Results in millions . except per share data. fiscal year ending Decembe r

Estimated Actual Difference Impac t Hardware Revenue $223 .1 $246 .4 S23 .3 Add $0 .0 1 Internet Revenue 2 .7 3 .4 0 .7 Add 0 .0 1

Reason Why Fraudulen t

+Surprise s

Report Title Author(s)

$0 .01 Q1 EPS is Well Above Consensus (and Our) ($0 .05) Estimate . Raising 2000 EPS Estimate to $0 .05 from ($0 .03) . Joel Pitt

Date of

April 28, 2000

Statemen t Page Number

6

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 82 of 262)

Fraudulent Statement

Table 2 eMachines : Statement of Qua rterly Earnings 199 8-2001 E - Pa rt I in millions, except per share data . fiscal year ending Decembe r

1998

1999 2000E 2001E

Hardware Revenue

1998

1999

2000E

2001 E

% Increase

$0 .0

$137 .4 5246 .4 $304 .7

March

na

na

79 .3%

23 .6%4.

0 .0 0 .0 58 .3 Total $58 .3

213 .9 197 .1 289 .5 155 .3 256 .3 332 .9 305 .6 371 .6 416 .1 $812 .2 $1 .071 .4 $1 .343 .1

June September December Total

na na na na na 424 .4% na 1293 . 7%

-7 .8% 65 .0% 21 .6% 31 .9 %

46 .8° 0 29 .9%'%c. 12 .0 % 25 .4 %

Internet Revenue March $0 .0 June 0 .0 September 0 .0 December 0 .0 Total 50 .0

$0 .0 $3 .4 $10 .7 0 .0 4 .1 11 .9 0 .6 6 .3 13 .9 1 .5 9 .8 16 .2 52 .1 $23.6 $52 .7

% Increas e March June September December

na na na na

Total

na

March

June September December

Total Revenue March June September December Total

na nmf 215 .0 % na nmf 187 .2 % na 931 .1% 120 .8 % nmf 564 .6% 65 .9 % nmf 1034 . 6% 123 .4 %

$0 .0 0 .0 0 .0 58 .3

$137 .4 S249 .8 $315 .4 213 .9 201 .3 301 .4 155 .9 262 .5 346.8 3071 381 .3 432.3

% Increas e March June September December

na na na na

na na na 427 .0%

81 .8% -5 .9% 68 .4% 24 .2%

26 .2 % 49 .7 % 32 .1 % 13 .4 %

$58 .3

$814 .3 $1,095 .0 $1 .395 . 8

Total

na 1297 .3%

34 .5%

27 .5%

Reason Why Fraudulent

+Estimate s

Report Title

$0 .01 QI EPS Is Well above Consensus and Our $(0 .05) Estimate. Raising 2000 EPS Estimate to $0 .05 from $(0 .03) .

Author (s)

Joel Pitt

May 2, 2000 Date of Statement Page Numbe Fraudulen t tntes irnet-related revenue grew 131% sequentially to $ 3 .4 million, comfortably exceeding our $2 .7 million estimate (and accounting for $0 .01 o f

Statement

de .) Gross margin on Internet-related revenue was 90% .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 83 of 262)

Reason Why Fraudulent

+Surprise s

Report Title

$0 .01 Q1 EPS Is Well above Consensus and Our $(0 .05) Estimate . Raising 2000 EPS Estimate to $0 .05 from $(0 .03) . Joel Pitt

Author(s)

Date of Statement Page Number Fraudulent

Statement

May 2, 2000

2 Q1 PC revenue of $246 .4 million was $23 .1 million above our estimate of $223 .1 million . Unit shipments in the quarter were up 82% year ove r year to 521,000 units . We estimate that upside in PC revenue accounted for $0 .01 of earnings upside (see Table 1) .

Reason Why Fraudulent

+Surprises

Report Title Author (s)

$0 .01 Q1 EPS Is Well above Consensus and Our $(0 .05) Estimate. Raising 2000 EPS Estimate to $0 .05 from $(0 .03) . Joel Pitt

Date of

May 2, 2000

Statement Page Number Fraudulent Statement

2 Internet-related revenue grew 126% sequentially to $3 .4 million . This was $700K more than our estimate of $2 .7 million and accounted for roughl y $0 .01 of the $0 .06 upside in EPS .

Reason Why Fraudulent

+Surprises

Report Title Author (s)

$0 .01 Q1 EPS Is Well above Consensus and Our $(0 .05) Estimate . Raising 2000 EPS Estimate to $0 .05 from $(0 .03) . Joel Pitt

Date of

May 2, 2000

Statement Page Number Fraudulent

Statement

4 Table 1 eMachines : Q1 00 Estimated versus Actual Result s S i m il lions, except per share data

Estimated Actual Difference Impac t Hardware Revenue $223 .1 $246 .4 $23 .3 Add $0 .0 1 Internet Revenue 2 .7 3 .4 0.7 Add 0 0 1 Total

Revenue

225 .8 249 .8 24 . 1

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 84 of 262)

Reason Why Fraudulen t

+Surprises

Report Title

$0 .01 Q 1 EPS Is Well above Consensus and Our $(0 .05) Estimate . Raising 2000 EPS Estimate to $0 .05 from $(0 .03) . Joel Pit t

Author(s) Date of

Statement Page Number

Fraudulent Statement

May 2, 2000

5

Table 2 eMachines : Statement of Quarterly Earnings 1998-2001 E $ in millions , except per share data

1998 1999 2000E 2001 E Total Revenu e March June September Deceinber Total Reason Why

$0 .0 $137 .4 $249 .8 $315 .4 0 .0 213 .9 201 .3 301 . 4 0 .0 155 .9 262 .5 346 . 8 58 .3 307 .1 381 .3 432 .3 $58 .3 $814 .3 $1 .095 .0 $1 .395 .8

+Estimates

Fraudulen t Report Title

More than a Low-End PC Company : Profitable Consumer Retail Sales Provide Basis for Internet Related Revenue s

Author(s)

Joel Pitt

Date of Statement

May 12, 2000

Page Number

14

Fraudulent

We've made relatively conserva-tive assumptions in our model with regard to eMachines' hot key revenues and believe there could be considerabl e upside (Table 12) .

Statement

Reason Why Fraudulen t

+Cautionar y

Report Title

More than a Low-End PC Company : Profitable Consumer Retail Sales Provide Basis for Internet Related Revenue s

Author (s)

Joel Pitt

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 85 of 262)

Date of Statement Page Number Fraudulent Statement

May 12, 2000

21 Table 1 7 eMachines : Statement of Quarterly Earnings 1998-2001 E 5 ii millions . except per share data

1998 Total Revenue March June September December Total

Reason Why Fraudulent

$0 .0 0 .0 0 .0 58 .3 $58 .3

1999 2000E 2001E

$137 .4 $249 .8 $315 .4 213 .9 201 .3 301 .4 155 .9 262 .5 346 .8 307 .1 381 .3 432 .3 $814 .3 S1 .095 .0 $1,395 .8

1998 % Increase March June September December Total

1999

na na na na na na na 42 7 . 0% na 1297 . 3%

2000E

2001 E

81 .8% -5.9%

26 .2 % 49.7 %

68 .4%

32 .1 %

2 4 . 2% 34 .5°!°

13 .4 % 27 .5%

+Estimates

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 86 of 262)

Issuer Name.

Efficlead Networks Inc. - EFNT

Report Title Author(s)

Broadband Bandwidth - The Digital Age Opium

Date of

August 09, 1999

Statemen t Page Number Fraudulen t Statement

Paul J . Weinstein, CF A

6

Exhibit 6 Summary Financial Statistic s

1998

1999 ( E) 2000(E) 2001(E)

Total revenue 3 .4 14 .8 53.0 118 .4

Reason Why Fraudulen t

+Estimate s

Report Title

Broadband Bandwidth - The Digital Age Opiu m

Author(s)

Paul J . Weinstein, CF A

Date of

August 09, 1999

Statemen t Page Numbe r

10

Fraudulent

Exhibit 8

Statement

Efficient Networks Qua rt erly Operating Results Results in millions except per share 1999(E)

1st Revenues

Reason Why

n

1 .2

3rd 1 .9

4 .1

2000(E)

s 7 .7

Znd

9 .5 11 .2 13 .% 1R 6 14 .A 52.0 119 A

+Estimate s

Fraudulen t Report Title Author(s)

Broadband Bandwidth-The Digital Age Opiu m Paul J . Weinstein, CFA

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 87 of 262)

Date of

August 16, 199 9

Statemen t Page Number

13

Fraudulen t

Statement

Exhibit 1 0 Summa ry Financial Statistic s dollars in millions

1998 1999 ( E) 2000 ( E) 2001(E ) Total revenue 3 .4 14 .8 53 .0 118 . 4

Reason Why Fraudulen t

+ Estimates

Report Title

Broadband Bandwidth -The Digital Age Opiu m

Author(s)

Paul J . Weinstein, CF A

Date of

August 16, 199 9

Statemen t Page Number Fraudulent Statement Reason Why Fraudulen t

21 Our revenue estimates of $53 million in 1999 and $118 million in 2000 presume unit volume shipments of roughly 260,000 and 350,000, respectively (Exhibit 18) . +Estimates

Report Title

Broadband Bandwidth -The Digital Age Opiu m

Author(s)

Paul J . Weinstein, CF A

Date of

August 16, 199 9

Statement Page Number

23

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 88 of 262)

Fraudulen t Statement

Exhibit 2 0 Efficient Networks Qua rt erly Operating Results reslits in millions, except per share

s Revenues

1 .2

2000(E ) 1999 (E) n r s n r 1 .9

Reason Why Fraudulent

+Estimates

Report Title

DSL Remains Hot - EFNT Results Should Show Upside

Author(s) Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Paul J . Weinstein, CF A

Report Title

DSL Remains Hot - EFNT Results Should Show Upsid e

Author (s)

Paul J . Weinstein, CF A

Date of Statement

October 11, 199 9

Page Number Fraudulen t Statement

2

Reason Wh y Fraudulent

+Estimate s

Report Title

DSL Remains Hot - EFNT Results Should Show Upsid e

Author (s)

Paul J . Weinstein, CF A

4 .1

7 .7 9 5 11 .2 13.G

18 .61

14 .8 53 .0 118 .4

October 11, 1999

1 Our $9 .5 mm revenue estimate for FQ1 has upside given the momentum of large-scale DSL roll outs ; +Estimate s

Revenue . Our revenue forecast of $9 .5 mm, up 700% from the prior year (24% sequentially) reflects the powerful DSL momentum the marke t has experienced over the last year .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 89 of 262)

Date of

October 11, 199 9

Statement Page Numbe r

2

Fraudulent

We would note that revenue upside is very likely (better than $ 10 mm) but some of that upside will be re-invested back in the business, thus our

Statement

12 cent loss estimate is likely to be accurate .

Reason Why

+Cautionar y

Fraudulent Report Title

DSL Remains Hot - EFNT Results Should Show Upside

Author ( s)

Paul J . Weinstein, CFA

Date of

October 11, 199 9

Statement Page Numbe r

5

Fraudulent

Exhibit 1

Statement

Efficient Networks Qua rterly Operating Results Results in millions except per share 4th Revenue

Reason Why Fraudulent

s

0 .7 1 .2

1999(A) 2000(E) n r s n r 1 .9

4 .1

7 .7

t

9 .5 11 .2 13 .6 18 .6

14 .8 53 .0 118 .4

+ Estimate s

Report Title

Surging Revenue Confirms DSL Market Acceleratio n

Author ( s)

Paul J . Weinstein, CFA

Date of

October 21, 199 9

Statement Page Numbe r Fraudulent Statement

Reason Why Fraudulent

1 Revenue of $12 .2 mm was 27% ahead of expectations prompting roughly 30% increases in our FY 00/01 revenue to $69/$159 mm fro m $53/118 ; los s + Surprises

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 90 of 262)

Report Title Author(s)

Surging Revenue Confirms DSL Market Acceleratio n Paul J . Weinstein, CF A

Date of

October 21, 199 9

Statement Page Number Fraudulent Statement Reason Why Fraudulent

2 Sales of $12 .2 mm (up 58% sequentially) surged past our $9 .5 mm estimate as EFNT continues to diversify its market opportunity with a growing list oflarge customer accounts . +Surprise s +Revision s

Report Title

Surging Revenue Confirms DSL Market Acceleratio n

Author(s)

Paul J . Weinstein, CF A

Date of Statement Page Numbe r Fraudulen t Statement

October 21, 1999

3

Exhibit 1

Revenue Adjustments 01 :00 02 :00 Q3 : 00 Q4 :00

2000 ( E) 2001(E )

Revenue Estimates

Reason Why

At IPO 9 .5 11 .2 13 .6 18 .6 Current 12 .2 14 .6 17 .8 24 .4

53 .0 118 . 4 69 .0 158 . 7

Upward Revision 2 .6 3 .4 4 .2 5 .8

16 .0 40 . 3

+Revision s

Fraudulent Report Title

Surging Revenue Confirms DSL Market Acceleration

Author(s)

Paul J . Weinstein, CF A

Date of Statement

October 21, 199 9

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 91 of 262)

Page Numbe r Fraudulent Statement

6 Exhibit 1 Efficient Networks Qua rt erly Operating Results Results in millions except per share

1999( A) Mr -

1st 2nd Revenues

Reason Why

1 .2

1 .9

4 .1

2000(E )

4th 0 1st 2nd 3rd 7 .7 12 .2 14 .6 17 .8 24.4

14 .8 69 .0 158 . 7

+Estimates

Fraudulen t Report Title

Surging Revenue Confirms DSL Market Acceleratio n

Author(s) Date of Statemen t Page Number Fraudulent

Paul J . Weinstein, CF A October 25, 199 9

1

Statement

Revenue of $12 .2 million was 27% ahead of expectations, prompting roughly 30% increases in our FY 00/01 revenue to $695159 million from $53/118 ;

Reason Why Fraudulent

+Surprises +Revision s

Report Title

Surging Revenue Confirms DSL Market Acceleratio n

Author(s)

Paul J . Weinstein, CF A

Date of Statement Page Numbe r Fraudulent Statement

October 25, 1999

2 Consistent with our preview earlier this month, the DSL space remains red hot . Efficient announced FQI results on October 21, posting a higherthan-anticipated revenue number of $12 .2 million (up 68% qtr/qtr and up tenfold versus a year ago), beating our top-line estimates by roughl y 28%, demonstrating its ability to capitalize on the highly favorable DSL market .

Reason Why

+Surprise s

Fraudulen t Report Title

Surging Revenue Confirms DSL Market Acceleratio n

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 92 of 262)

Author (s)

Paul J . Weinstein, CF A

Date of Statemen t Page

October 25, 1999

2

Numbe r

Fraudulent Statement

Sales of $12 .2 million (up 58% sequentially) surged past our $9 .5 million estimate as EFNT continues to diversify its market opportunity with a growing list of large customer accounts .

Reason Why

+Surprises

Fraudulen t Report Title

Surging Revenue Confirms DSL Market Acceleratio n

Author (s)

Paul J . Weinstein, CF A

Date of Statemen t Page Numbe r Fraudulent Statement

October 25, 199 9

3 Exhibit 1

Revenue Adjustments 01 :00 02 :00 03 : 00 04: 00

2000 ( E)

2001(E )

Revenue Estimates

At IPO 9 .6 11 .2 13 .6 18 .6 Current 12 .2 14 .6 17 .8 24 .4 Upward Revision 2 .6 3 .4 4 .2 5 .8

Reason Why Fraudulen t

+Revisions

Report Title

Surging Revenue Confirms DSL Market Acceleratio n

Author (s)

Paul J . Weinstein, CF A

Date of Statemen t Page Number

October 25, 199 9

53 .0 69 .0 16 .0

118 . 4 158 . 7 40 . 3

6

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 93 of 262)

Fraudulent

Exhibit 3

Statement

Efficient Networks Qua rterly Operating Result s Results in millbns exce pt per share

St Revenues

Reason Why

1 .2

1999(A )

213 0 1 .9

2000(E)

r

s

ME Q

r

4 .1 7 .7 12 .2 14 .i 17 .8 24 .4

14 . F9.n 158 .7

+Estimate s

Fraudulen t Report Title

Reinstating Coverage on Efficient Networks after Closing of its FlowPoint Acquisitio n

Author(s)

Paul J . Weinstein, CF A

Date of Statemen t Page Number Fraudulent Statement Reason Why Fraudulen t

December 27, 1999

Report Title

Reinstating Coverage on Efficient Networks after Closing of its FlowPoint Acquisitio n

Author(s) Date of

Paul J . Weinstein, CF A

2 As shown in Exhibit I , we are raising our 2000/01 revenue estimates to $101/$250 mm from $69/$159mm previously, reflecting the nearly 60 % bump in revenue and an improvement in the rate at which Efficient could reach profitability . +Revision s

December 27, 1999

Statemen t Page Number

2

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 94 of 262)

Fraudulent

Statement

Exhibit 1

Revenue Adjustments F 02:00 FQ3 :00 FQ4 :00 2000 Revenue Estimate s Following F01 Results Current

14 .6 17 .8 24 .4 69 .0 17 .6 30 .8 39 .9 100 .5 Upward Revision 3 .0 13 .0 15 .5 31 .5

200 1 158 .7 250 .2 91 .5

Source : CSFB Technology Gro up analysis.

Reason Why Fraudulen t

+Revision s

Report Title

Reinstating Coverage on Efficient Networks after Closing of its FlowPoint Acquisitio n

Author (s)

Paul J . Weinstein, CF A

Date of Statemen t Page Number Fraudulent Statement

December 27, 1999

Reason Why

+Revision s

2 We are increasing our revenue numbers by $31 .5 and $91 .5 for 2000 and 2001, respectively . For FQ2, our revised revenue number is 17 .6, whic h assumes incremental revenue from FlowPoint of between $1 and 3 million .

Fraudulen t

Report

Title

Author(s) Date of Statemen t Page Number Fraudulent Statement

Reinstating Coverage on Efficient Networks after Closing of its FlowPoint Acquisitio n Paul J . Weinstein, CF A December 27, 1999

6 Exhibit 2 Efficient Networks Qua rt erly Operating Results $ in millions. except per share data 1999(A) st

Revenues

1 .2

1 .9

2000(E )

n

r

s

n

4 .1 7.7 12 .2 17 .G

3rd Q 4th Q

30 .8 39 .9 14 .8 1010 .5 250 .2

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 95 of 262)

Reason Why Fraudulent

+Estimates

Report Title

CSFB Tech Dail y

Author (s)

Paul J . Weinstein, CF A

Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

January 18, 200 0

Report Title Author(s) Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Reinstating Coverage on Efficient Network s

Report Title Author(s) Date o f Statement Page Number Fraudulent Statement

Reinstating Coverage on Efficient Network s

1 Revenue of $26 .4 mm was 50% higher than our $17 .6 mm estimates, growing 117% vs .the prior quarter due to strong ILEC demand ; +Surprise s

Paul J . Weinstein, CF A February 8, 200 0

I Our FY 2000/01 revenue assumptions are now $128/$333 mm, roughly a 30% increase from $101/$250 mm previously . +Revision s

Paul J . Weinstein, CF A February 8, 2000

2 We are revising our revenue estimates significantly to reflect the blow-out quarter EFNT reported in January - revenue of $26 .4 mm was 50 % ahead of our $17 .6 mm estimate .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 96 of 262)

Reason Why Fraudulen t

+Revision s

Report Title Author(s) Date of Statemen t Page Number Fraudulen t Statement

Reinstating Coverage on Efficient Network s Paul J . Weinstein, CF A February 8, 2000

2 Exhibit 1 Revenue Adjustments F02:00 (A) FQ3 :00 FQ4 : 00 2000 2001 Revenue Estimate s Previous 17 .6 30 .8 39 .9 100 .5 250. 2 Current 26.4 40 .6 48 .6 127 .8 332 . 5 Upward Revision 8 .8 9.7 8.7 27 .2 82 . 3 Source : CSFB Technology Group estimate s

Reason Why Fraudulent

+Revision s

Report Title

Reinstating Coverage on Efficient Network s

Author(s) Date of

Paul J . Weinstein, CF A February 8, 2000

Statement Page Numbe r Fraudulent Statement Reason Why Fraudulent

2

Report Title

Reinstating Coverage on Efficient Network s

The $26 .4 mm in revenue for FQ2 (50% above ur $17 .6 mm estimates) included $3 mm from FlowPoint which became part of FNT for the las t two weeks of the quarter . This upside prompted an increase in our FY 2000/01 revenue to $128/$333 from $101/$250 mm previously . +Revision s

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 97 of 262)

Author(s) Date of Statement Page Numbe r

Paul J . Weinstein, CF A

Fraudulent Statement

Exhibit 3

February 8, 200 0

5

Efficient Networks Qua rt erly Operating Result s R9suIt5 In millions except per share 1999(A) s

Revenues

Reason Why

n

r

2000(E) St U

n

r

1 .2 1 .9 4 .1 7 .7 12 .2 26 .4 40 .6 48 . 6

( )

14 .8 127 .8 332 .5

+Estimate s

Fraudulent Report Title

Reinitiating Coverage on Efficient Network s

Author (s) Date of Statement Pag e Numbe r Fraudulent Statement

Paul J . Weinstein, CFA

Reason Why

+Revision s

February 9, 200 0

Our FY 2000/01 revenue assumptions are now $128/$333mm, roughly a 30%, increase from $101/$250mm previously .

Fraudulent Report Title Author(s) Date of Statement Page Numbe r Fraudulent Statement Reason Why Fraudulent

Reinitiating Coverage on Efficient Network s Paul J . Weinstein, CF A February 9, 200 0

2 We are revising our revenue estimates significantly to reflect the blowout quarter EFNT reported in January- revenue of $26 .4mm was 50 % ahead of our $17 .6mm estimate . +Revision s

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 98 of 262)

Report Title Author(s) Date of Statemen t Page Numbe r Fraudulent

Statement

Reinitiating Coverage on Efficient Networks Paul J . Weinstein, CF A February 9, 2000

2 Exhibit 1

Revenue Adjustments FQ2:00 ( A) FQ3 :00 FQ4: 04 2000 200 1 Revenue Estimate s Previous 17 .6 30 .8 39 .9 100.5 250 .2 Current 26 .4 40 .6 48 .6 127 .8 332 .5 Upward Revision 8 .8 9 .7 8 .7 27 .2 82 . 3 Sou rc e: CSFB Technology G ro upestmates .

Reason Why Fraudulen t

+Revision s

Report Title

Reinitiating Coverage on Efficient Network s

Author(s)

Paul J . Weinstein, CF A

Date of

February 9, 2000

Statemen t Page Numbe r Fraudulent Statement Reason Why Fraudulen t

2

Report Title

Reinitiating Coverage on Efficient Networks

Author(s)

Paul J . Weinstein, CF A

Date of

February 9, 2000

The $26 .4mm in revenue for FQ2 (50% above our $17 .6mm estimates) included $3mm from FlowPoint, which became part of EFNT for the las t two weeks of the quarter . This upside prompted an increase inour FY 2000/01 revenue to $128/$333 from $101/$250mm previously . +Revision s

Statement

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 99 of 262)

Page Numbe r

5 Exhibit 3

Fraudulent

Efficient Networks Qua rt erly Operating Results $ in millions. except per share data

Statement

1999 ( A)

s Revenues

Znd 3rd Q 4th U Is

2000(E )

n

r

-4th Q

2000T)

MUM)

1 .2 1 .9 4 .1 7.7 12 .2 26 .1 40 .6 48 .c 14 .8 127 .8 332 . 5

Reason Why Fraudulen t

+Revision s

Report Title

Raising Numbers on Efficient Again !

Author(s) Date of

Paul J. Weinstein, CF A March 15, 200 0

Statemen t Page Numbe r Fraudulent Statemen t Reason Why Fraudulen t

1 We are raising our FQ3 (March) revenue to $50 .3 mm from $40 .6 mm while much of the Street remains in the low $40 mm range . +Revision s

Report Title

Raising Numbers on Efficient Again !

Author (s)

Paul J . Weinstein, CF A

Date of Statemen t Page Number Fraudulent Statement Reason Why Fraudulent

March 15, 200 0

Report Title

Raising Numbers on Efficient Again !

Author(s)

Paul J . Weinstein, CF A

1 Our FY 2000/01 revenue increases to $144/$367 mm from $128/$332 mm previously, about 10-13% to reflect what we believe is sustaine d business from ILEC's, new Data CLECs, ISPs, PTTs, and incremental revenue from the FlowPoint acquisition . +Revision s

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 100 of 262)

Date of Statemen t Page Number

March 15, 2000

Fraudulent

Our March 2000 quarterly revenues are increased from $40 .6 mm to $50 .3 mm to reflect increasing acceleration across all customer classes .

2

Statemen t Reason Why Fraudulen t

+Revision s

Report Title Author(s) Date of Statemen t Page Number Fraudulent

Raising Numbers on Efficient Again !

Statement

Paul J . Weinstein, CF A March 15, 2000

2 We think there are numerous large customers that could turn on in FQ4 and the first part of FY 2001, consequently we boosted our FY 2000/0 1 revenue by 10-13% to $144/$367 mm from $128/$332 mm previously, resulting in FY 00/01 EPS of($ .035)/$0 .85 vs . ($0 .36)/$0 .80 previously .

Reason Why Fraudulen t

+Revision s

Report Title

Raising Numbers on Efficient Again !

Author (s)

Paul J . Weinstein, CF A

Date of

March 15, 2000

Statemen t Page Number Fraudulent Statement

5 Exhibit 1 Efficient Networks Qua rt erly Operating Result s Results in millions except per share 1999 ( A)

15t 0 R~venu

Reason Why Fraudulen t

-~s

n

2000(E)

Is

n

r

1 .2 1 .9 4 .1 7.7 12 .2 26 .4 5 6 .3

4th U ' --Tm)

200011:1 zmrm

55 .3 14 .8 144 .2 367 .0

+Estimates

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 101 of 262)

Report Title Author(s) Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

Raising Numbers on Efficient Again !

Report Title

Raising Numbers on Efficient Again !

Author(s)

Paul J . Weinstein, CFA

Date of

March 17, 2000

Paul J . Weinstein, CFA March 17, 200 0

1 We are raising our FQ3 (March) revenue to $50 .3 mm from $40 .6 mm while much of the Street remains in the low $40 mm range . +Revision s

Statement Page Numbe r Fraudulent Statement Reason Why Fraudulent

Our FY 2000/01 revenue increases to $144/$367 mm from $128/$332 mm previously, about 10-13% to reflect what we believe is sustaine d business from ILECs, new data CLECs, ISPs, PTTs, and incremental revenue from the Flow-Point acquisition .

Report Title

Raising Numbers on Effi cient Again !

Author (s)

Paul J . Weinstein, CFA

Date of Statement

March 17, 2000

Page Number Fraudulen t Statement Reason Wh y Fraudulent

2

Report Title Author(s)

+Revision s

Our March 2000 quarterly revenues are increased from $40 .6 mm to $50 .3 mm to reflect increasing acceleration across all customer classes . +Revision s

Raising Numbers on Efficient Again ! Paul J . Weinstein, CF A

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 102 of 262)

Date of Statement Page Numbe r

March 17, 200 0

Fraudulent

Consequently we boosted our FY 2000/01 revenue by 10-13% to $144/ $367 mm, respectively, from $128/$332 mm previously, resulting in F Y

Statement

00/01 EPS of ($ .035)/$0 .85, respectively, versus ($0 .36)/$0 .80 previously .

Reason Why

+Revision s

2

Fraudulen t Report Title Author(s)

Raising Numbers on Efficient Again !

Date of

March 17, 200 0

Statement Page Numbe r Fraudulent Statement

Paul J . Weinstein, CF A

4 Exhibit 1 Efficient Networks Qua rt erly Operating Result s Results in millions except per share data 1999(A)

s Revenues

Reason Why Fraudulen t

+Estimate s

Report Title Author(s)

CSFB Tech Dail y

Date of

Arpil 19, 2000

Statement Page Numbe r Fraudulent Statement Reason Why

n

2000(E )

Jrd St Q

n

1 .2 1 .9 4 .1 7.7 12.2 2G.4

r 56 .3

4t h 55 .3 14 .8 144 .2 367 .0

James P . Parmelee

3 Excluding one-time charges, EFNT reported FQ3 :00 revenue of $61 .7M (23% above our ests) and EPS of $(0 .16) .

+Surprises

Fraudulent

Exhibit D : Misstatements and Omissions in CSFBC ' s Research Reports (Page 103 of 262)

Report Title

CSFB Tech Dail y

Author (s)

James P . Parmelee

Date of Statement Page Number Fraudulen t Statement

June 16, 200 0

Reason Why Fraudulent

+Cautionary

Report Title Author(s) Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Highlights From CSFB Dallas Bus Tou r

Report Title Author(s) Date of Statement Page Number Fraudulen t Statement

Highlights From CSFB Dallas Bus Tou r

1 Separately, we estimate EFNT's FQ4 :00 is tracking favorably to our $80 million top-line and 23 .6% gross margin estimate ; We would assign th e highest probability to sales of at least $85 million to $90 million and a gross margin of at least 25% providing visibility to the company achievin g breakeven in the 9/00 quarter :

James P . Parmelee, Monica M . Matyjaskiewicz, Leslie D . Mallo n June 28, 2000

1 We estimate FQ4 :00 is tracking very favorably to our view ; Assign highest probability to revenue of at least in the mid- $90M range, gros s margin above 25% and book-to-bill greaterthan 1 .0 ; +Estimate s

James P . Parmelee, Monica M . Matyjaskiewicz, Leslie D . Mallo n June 28, 2000

4 Efficie nt Network s Historical and Projected Income Statemen t /5 in MOW a nd.. : a rny I per share t.n I : fIica! rear end.. June :r+r F1999A F2000E F22001 E IQ 2Q iQ 4Q IQA -'QA 3QA 4QF IQE 2QE 3QE 4QE F1999A F2000E F2001F.

SALES

1 .174

1 .850 1, 115 7.689 12,171 26,424 61 .749 80,000 100,000 125 ,000 156,000 199,000 14,828 1811444 576,00 0

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 104 of 262)

Reason Why Fraudulent

+Estimate s

Report Title

Blow-Out Qua rt er! Reiterate Bu y

Author(s)

James P . Parmelee, Monica M . Matyjaskiewicz, Leslie D . Mallo n

Date of

July 18, 200 0

Statement Page Numbe r Fraudulen t Statement

EFNT reported FQ4 :00 revs of $102M and $(0 .03) in EPS, significantly outpacing our $80M sales and $(0 .20) EPS ests ; IncreasingF200 1 revenue forecast to $675M from $576M andboosting EPS to $0 .70 from $0 .60 .

Reason Why Fraudulent

+Surprise s +Revision s

Report Title Author(s) Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

Blow-Out Quarter! Reiterate Bu y

Report Title

Blow-Out Quarter! Reiterate Buy

Author (s) Date of Statement Page Number Fraudulen t Statement

James P . Parmelee, Monica M . Matyjaskiewicz, Leslie D . Mallo n

James P . Parmelee, Monica M . Matyjaskiewicz, Leslie D . Mallo n July 18, 2000

I We view our ests as conservative and believe the potential exists for actual results to significantly exceed our projections ; +Cautionary

July 18, 2000

2 We are raising our F2001 top-line projection 17% to $675 million from $576 million and our earnings per share estimate to$0 .70 from $0 .60 .

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 105 of 262)

Reason Why Fraudulent

+Revision s

Report Title

Blow-Out Quarter! Reiterate Bu y

Author(s) Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

James P . Parmelee, Monica M . Matyjaskiewicz, Leslie D . Mallo n July 18, 2000

2 We view these estimates as conservative and believe the potential exists for actual results to significantly exceed our projections . +Cautionar y

Report Title

Blow-Out Quarter! Reiterate Bu y

Author (s)

James P . Parmelee, Monica M . Matyjaskiewicz, Leslie D . Mallo n

Date o f Statement Page Number Fraudulen t Statement

July 18, 200 0

Reason Why Fraudulent

+Surprise s

Report Title

Blow-Out Quarter! Reiterate Bu y

Author (s)

James P . Parmelee, Monica M . Matyjaskiewicz, Leslie D . Mallo n

Date of Statement

July 18, 2000

Page Number

6

2 Efficient Networks reported FQ4 :00 revenue of $102 million, 27 .3% higher than our official estimate of $80 million and 13% above ou r previewed range of $90 million .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 106 of 262)

Fraudulent Statement

F:fftieit Net~%ork s Historical and Protected Income Statemen t /S in thwaonds : except per share data . fiseni year end, June 30 FI999A F2000 E IQ 2Q 3Q 4Q IQA 2QA ?QA 4QA SALES

1 . 174 1,850 4,115 7.689 12,171 26,424 61 .749 101,859

Reason Wh y Fraudulent

+Estimate s

Report Title

Despite SBC Concerns, Business Trends Strong ; Reiterate BU Y

Author(s)

James P . Parmelee, Monica M . Matyjaskiewicz, Leslie D . Mallon

Date o f Statement

August 3, 2000

Page Number

4

Fraudulen t Statement

F2001 E IQE 2QE 3QE 4QE F1999A F2000E F2001 E 127,000 152 , 000 181 .000 215,000 14, 828 202 ,203 675 .000

Efficient Network s Histori cal and Protected Income Statemen t /S in thou ands : except per share dater: fiscal rear ends June 30 1 F 1999A F2000 :\ IQ 2Q 3Q 4Q IQ.A _'QA 3Q .A 4QA SALES

1 .174 1 .8 10 4,115 7.689 12 , 171 26 , 424 61 .749 101899

Reason Wh y Fraudulent

+Estimate s

Report Title

Update and Implications of SBC's DSL Announcemen t

Author (s)

James P . Parmelee, Monica M . Matyjaskiewicz, Leslie D . Mallon, Steve M . Edne y

Date of

August 21, 2000

F2001 E IQF. 'QE 3QE 4QE FI999.2k F201i0A F200I E 127 .000 152,000 181 .000 215.000 14, 828 202,203 675,00 0

Statement Page Numbe r Fraudulen t Statement Reason Why Fraudulent

We remain comfortable that EFNT's quarter is tracking favorably to our $127 million topline, 32% gross margin, and break-even projection ; +Estimates

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 107 of 262)

Report Title Author(s) Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

Update and Implications of SBC's DSL Announcemen t James P . Parmelee, Monica M . Matyjaskiewicz, Leslie D . Mallon, Steve M . Edne y August 21, 2000

6 We remain comfortable that Efficient's quarter is tracking favorably to our $127 million top-line, 32% gross margin, and break-even projection . +Estimate s

Report Title

Update and Implications of SBC's DSL Announcemen t

Author (s)

James P . Parmelee, Monica M . Matyjaskiewicz, Leslie D . Mallon, Steve M . Edne y

Date of Statement

August 21, 200 0

Page Number Fraudulent Statement

8 Efficient Networks Historical and Projected locomr Statenxn l /F in thousands : esctptper i hare damn : fa cai tear end. June 30j F 1999A F2000 .A F200I E IQ 2Q 3Q 4Q IQ .', Q. 3Q :\ 4QA IQE 2QE 3QE 4QE F1999A F2000A F200I E SALF_S 1,171 1,850 4.115 7,689

Reason Why Fraudulent

+Estimate s

Report Title

CSFB Tech DailyWednesday ,

Author (s)

Parmelee/Matyjaskiewic z

Date of Statement Page Number

September 13, 200 0

12.171

26,424 6 1,749 101 ,859 127,000 152,000 181 .000 215,000 14,028 202 1 03 675 .000

2

Exhibit D : Misstatements and Omissions in CSFBC ' s Research Reports (Page 108 of 262)

Fraudulent Statement

We estimate the qtr is tracking in-line to slightly above our $127M sales and breakeven EPS projections ;

Reason Why Fraudulent

+Estimate s

Report Title

Fundamentals Improving, Reiterate BUY ; FQI :01 Previe w

Author(s)

James P . Parmelee, Monica M . Matyjaskiewicz, Steve M . Edne y

Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

October 17, 2000

Report Title

Fundamentals Improving, Reiterate BUY ; FQ1 :01 Previe w

Author(s) Date of Statement Page Number Fraudulent Statement

James P . Parmelee, Monica M . Matyjaskiewicz, Steve M . Edne y

Reason Why Fraudulent

+Estimate s

Report Title

Fundamentals Improving, Reiterate BUY ; FQ1 :01 Previe w

Author(s) Date of Statement Pag e Number

James P . Parmelee, Monica M . Matyjaskiewicz, Steve M . Edney

I We project EFNT will report FQ1 :01 results in-line to slightly above our $127 million top-line forecast ; +Estimate s

October 17, 2000

2 We project the company will report FQ1 :01 results in-line with our $127 million top-line and breakeven earnings per share estimates .

October 17, 2000

8

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 109 of 262)

Fraudulen t Statement

Efficient N tip ork s Historical and Projected Income Statemen t (S ;n 1houkanels : exeepf per .i/vre data : !lieu! Pear ends hint, uj F1999A F2000A F200I E IQ 2Q 3Q 4Q 1QA 2QA .1Q .A 4QA IQE 2QE 3QE 4QE FI999A F2000A F200I E SALES

1 .174 1,850 1 1 15 7,689 12 . 171 26,424 61 . 749 101 .859 127 .000 152 . 000 181 .000 215.000 14 .020 202 .203 675,00 0

Reason Why Fraudulent

+Estimate s

Report Title

Solid FQ1 :01 Results ; Outlook Upbeat Paced by New Customer Momentum ; Boosting Est s

Author(s) Date of Statement Page Number Fraudulent Statement

James P . Parmelee, Monica M . Matyjaskiewicz, Steve M . Edne y

Reason Why Fraudulent

+Revision s

Report Title Author ( s)

Solid FQ1 :01 Results ; Outlook Upbeat Paced by New Customer Momentum ; Boosting Ests James P . Parmelee, Monica M . Matyjaskiewicz, Steve M . Edne y

Date of

October 19, 2000

October 19, 2000

1 EFNT reported FQ1 :01 revs of $127M, in-line with our forecast, and EPS of $0 .10, significantly outpacing our break-even projection ; Boosting F2001 revenue to $691M from $675M and raising EPS to $0 .82 from $0 .70 .

Statement Pag e Number

2

Fraudulent Statement

We are adjusting our F2001 top-line projection to $691 million from $675 million and raising our earnings per share estimate to $0 .82 fro m $0 .70.

Reason Why Fraudulent

+Revision s

Report Title

Solid FQ1 :01 Results ; Outlook Upbeat Paced by New Customer Momentum ; Boosting Est s

Author(s) Date of Statement

James P . Parmelee, Monica M . Matyjaskiewicz, Steve M . Edne y October 19, 2000

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 110 of 262)

Page Numbe r Fraudulent Statement Reason Why Fraudulen t

2

Report Title Author(s) Date of Statemen t Page Numbe r Fraudulent Statement

Solid FQ1 :01 Results ; Outlook Upbeat Paced by New Customer Momentum ; Boosting Ests

We view these estimates as conservative and believe the potential exists for actual results to exceed our projections, particularly in calendar 200 1 as voice over DSL (VoDSL) shipments ramp . +Cautionar y

James P . Parmelee, Monica M . Matyjaskiewicz, Steve M . Edney October 19, 2000

6 Effi knt Net''orks Historical and Proj ected Income Statemen t 0% in ihaeisdnds : rr

Reason Why Fraudulent

1

4.

(

I5•. .. 41

` .4

4 .u

I

. iu", .

7 .1

\ .'lual

I)

'-0

: .. ..

v . : 11 .6

-tia,

Il4-oic

_ : .(,

I' .I

. a? .•

~ .(1

0

I)

II)

I'(n I

Aan . I

171

21

s> .2

12

t 5

IU• .

5

+Estimate s

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 163 of 262)

26j)

ls .'

12

Report Title

Opinion/Estimate Changes

Author(s)

Mark Wolfenberger

Date o f Statement

July 25, 2000

Page Number Fraudulen t Statement Reason Why Fraudulent

5

Report Title

Opinion/Estimate Change s

Author(s) Date of Statement Page Number

Mark Wolfenberger

LNTE reported its 2nd public qtr results well ahead of expectations : $23 .6M revs vs . our recently upwardly revised $21 .5M, up impressive 38 % seq . +Surprise s

July 25, 2000

5

Fraudulen t Statement

Raising 2000 rev & EPS to $95 .3M & $(0 .03) from $88 .2M & $(0 .11), resp . Increasing 2001 rev & EPS to $138 .1M & $0 .08 from $128 .5M & $0 .03 .

Reason Why Fraudulent

+Revisions

Report Title

Clearly A More Languid Environment : Significantly Lowering Price Targe t

Author(s)

Mark Wolfenberger, David Sturtz, Barry Chubri k

Date of

August 30, 2000

Statement Page Number

3

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 164 of 262)

Fraudulent

Figure 1 : Lante Earnings Model FY98A-FY01 E

Statement

$ in millions, except per share data

rLante Corporation (LNTE ) FY Ends De c Buy/$1 5

8/30/00 I'r 1.1

(11-\{ .il If'-It111 ~I :-S p ~1~-~)~l .\/111 ;11

11 .11 R,\~ nll~ .

1

~ .1

IIL (llr QI

R1 1

Reason Why

4 .V

I

.I

.~•,,~ 4611

4 .`)

I

. +iIII .II

') . :11" ..

9,1

1)"),

.\OU,II

]1 .6

()4-))ii

:End of

1'~I111

I\11 1

. \iIl1 .lI \cIU :1 I

; .il

_. n

II

111-\)If (),-Illll

~ .l, 47'

:n

n .(1 ' 1 .5

Ali

'

I ;5 I

:\", . 111'• 111" . ,

I' .I

+Estimates

Fraudulen t

Tl

1 ; .4

:\if~1 :11

I NM

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 165 of 262)

I?.~ . I

er; lame Report Title

-

The -Li hts an-Partnersh

Inc. - LSPN

Author(s)

Bringing Together Parents, Students and Teachers through the Power of the Internet . Initiate with Strong Bu y Greg Cappelli, Scott Wilson

Date of

March 6, 2 000

Statement Page Number 4 Fraudulent

Statement

We believe there is significant upside in these estimates as we have given the company very little credit for potential Internet and Broadband base d revenue .

Reason Why Fraudulent

+Cautionar y

Report Title

Bringing Together Parents, Students and Teachers through the Power of the Internet . Initiate with Strong Bu y

Author(s)

Greg Cappelli, Scott Wilso n

Date of

March 6, 2 000

Statement

Page Number Fraudulent

11 The Lightspan Pa rtnership, Inc.

Statement Table 3 Quarterly Income Statement , 2000E - 2001 E $ In millions , except per share data : Janua ry 1lscal year 1000A 2000A 3000A 4000E 2000E 1001E 2001E 3001E 4001E 2001 E Revenue : Licensing (reporled) - 0 .49 0 .38 0 .87 44 .53 21 .45 1423 12 .25 92 .4 6 Licensing ( pro forma '' j 3.58 8 77 Se rv ices 1 .22 157 Hardware 1 .00 2.17 Subscription 0.41 0.43 Advertising 0.00 0 00 E-Commerce 0.00 0.00 Total Revenue 6.21 12.94

Reason Why Fraudulen t

00022 Report Title Author(s)

7 .67 6 .99 26 .98 1 .93 1 .20 5 .92 1 .66 1 .53 6 .35 0 .40 0 .52 1 .76 0 .00 0 03 0 .03 0 .00 0 .00 0 .00 11 .63 10 .26 41 .05

5 .78 13 .38 14 .23 12 .25 4564 137 1 .43 1 .55 1 .61 5 .9 5 1 .01 2 .17 1 .89 1 .94 7 .0 2 0 .50 0 .71 0 .87 1 .22 33 0 0 .16 0 .16 0 .20 0 .22 07 3 001 0 .04 0 .09 0 .11 01 5 8 . 83 17 .88 13 .8 3 17 .35 62 .89

+Estimate s

Bringing Together Parents, Students and Teachers through the Power of the Internet . Initiate with Strong Bu y Greg Cappelli, Scott Wilso n

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 166 of 262)

Date of

Statemen t Page Number Fraudulent Statement

March 6, 2 00 0

12 The Lightspan Partnership, Inc . Table 4 Annual Income Statement . 2000 E-2002E $ in millions. except per snare data: January rascal year

2000E Revenue : Licensing ;reported .

2001E

2002E

rI .U.7

92 .46

57 .02

Licensing ipso forma' 26 .98 Services 5 .92 Hardvware 6 .35 Subscription 1 .76 Advertising ()-j E-Commence ~~ .C00 Total Revenue 41 .05

45 .64 5 .95 7 .02 3 .30 C4 . 0 .25 62. 89

57 .02 7 .40 12 .1 5 6 .34 4 .59 1 .1 5 88 .65

Reason Why Fraudulen t

+Estimate s

Report Title

LSPN Fourth Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Author(s) Date of

Greg Cappelli, Scott Wilson, Eric Sledgiste r March 8, 2000

Statemen t 1

Page Number Fraudulent Statement

LSPN reported fourth (January) quarter results significantly above our estimates . Pro forma revenues of $13 .5 million were 32% above ou r estimate of $10 .3 million . . .

Reason Why

+Surprise s

Fraudulen t Report Title Author (s) Date of

LSPN Fourth Quarter Results Exceed Expectations ; Reiterate Strong Buy . Greg Cappelli, Scott Wilson, Eric Sledgiste r March 8 . 2000

Statement Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 167 of 262)

Page Number Fraudulent Statement Reason Why

I LSPN's strong January results gives the company momentum as it enters its first fiscal year as a public company and gives us added confidence i n our fiscal year 2001 and 2002 revenue estimates of $62 .9 million and $88 .9 million, respectively . +Estimate s

Fraudulen t Report Title

LSPN Fou rt h Quarter Results Exceed Expectations ; Reiterate Strong Buy.

Author(s)

Greg Cappelli, Scott Wilson, Eric Sledgister

Date of Statement

March 8, 2000

Page Number

3

Fraudulent

Table 1 LSPN Janua ry Qua rter Compariso n

Statement

$ in millions ; except per share data 4Q99 Actual

Revenue : Licensing (reported} S1 .72 Licensing (pro forma' 9 .59 Services 1 .83 Hardware 1 .54 Subscription 0 .54 Advertising 0 .03 E-Commerce

0 .00

Total Revenue 13 .53 Reason Why Fraudulen t

+Surprise s

Report Title

LSPN Fourth Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Author (s)

Greg Cappelli, Scott Wilson, Eric Sledgiste r

Date of

March 9, 2000

4Q9 9 Es ti mated % Differenc e

50 .36

351 .5%

6 .99

37 .3°"o

1 .20

52.3°x;

1 .53 0.52 0.03 0.00 10.26

0 .9°10

5. 1 -8.4° o NM

31 .9%0

Statement Exhibit D : Misstatements and Omissions in CSFBC ' s Research Reports (Page 168 of 262)

Page Number Fraudulent Statement

1 LSPN reported fourth (January) quarter results significantly above our estimates . Pro forma revenues of $13 .5 million were 32% above ou r estimate of $10 .3 million ,

Reason Wh y Fraudulent

+Surprise s

Report Title Author(s) Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

LSPN Fourth Quarter Results Exceed Expectations ; Reiterate S trong Buy .

Report Title

LSPN Fourth Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Author (s)

Greg Cappelli, Scott Wilson, Eric Sledgiste r

Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

March 9, 200 0

Greg Cappelli, Scott Wilson, Eric Sledgister March 9, 200 0

2 LSPN reported fourth (January) quarter results significantly above our estimates . +Surprises

2 Our fiscal year 2001 and 2002 revenue estimates are $62 .9 million and $88 .9 million, respectively . +Estimate s

Report Title

LSPN Fourth Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Author(s) Date of Statement Page Number Fraudulen t Statement

Greg Cappelli, Scott Wilson, Eric Sledgister

Reason Wh y Fraudulent

March 9, 200 0

2 LSPN reported pro forma revenue of $13 .5 million, which was 32% above our estimate of $10 .3 million .

+Surprises

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 169 of 262)

Report Title Author(s) Date of Statement Page Number

LSPN Fourth Qua rter Results Exceed Expectations ; Reiterate Strong Buy .

Fraudulent Statement

Table 1 LSPN Janua ry Qua rt er Compariso n

Greg Cappelli, Scott Wilson, Eric Sledgister March 9, 2000

3

in millions : except per share data

Reason Why

4099 Actual

4Q99 Estimated

°"o Differenc e

Revenue : Licensing (reported) $1 .72

50 .38

351 .5%,

Licensing ;pro forma' 9 .59 Services 1 .83 Hardware 1 .54 Subscription 0 .54 Advertising 0 .03 E-Commerce 0 .00 Total Revenue 13 .53

6.99 1 .20 1 .53 0.52 0.03 0.00 10.26

37 .3% 52 .3% 0 .9% 5 .1 % -8.4% NMM 31 .9%

+Surprises

Fraudulent Report Title

LSPN Fou rt h Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Author (s)

Greg Cappelli, Scott Wilson, Eric Sledgister

Date of Statement

March 9, 2000

Page Number

5

Fraudulent

LSPN reported fourth (January) quarter results ahead of expectations . LSPN reported fourth (January) quarter results significantly above our estimates . Pro forma revenues of $13 .5 million were 32% above our estimate of $10 .3 million . . .

Statement Reason Why Fraudulent

+Surprises

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 170 of 262)

Report Title Author(s) Date of Statement Page Number Fraudulent Statement

LSPN Fourth Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Reason Why

+Estimates

Greg Cappelli, Scott Wilson, Eric Sledgister March 9, 2000

6 LSPN's strong January results gives the company momentum as it enters its first fiscal year as a pub lic company and gives us added confidence i n our fiscal year 2001 and 2002 revenue estimates of $62 .9 million and $88 .9 million, respecti vely .

Fraudulen t Report Title

LSPN Fou rth Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Author(s)

Greg Cappelli, Scott Wilson, Eric Sledgister

Date of

March 9, 2000

Statemen t Page Number

7

Fraudulent

The Lightspan Partnership, Inc .

Statement Table 2 Qua rt erly Income Statement . 2000A - 2001 E $ In millions, except per sha re data : J anua ry fiscal year Revenue : Licensing (reporredj

- - 1149 1 .72 2 21 45 60

22 .96

13.08

12 .22

93 .7 6 45 .6 8 5 .9 3

7 .0 2 3 25

Licensing ( pro forrna ' ) Se rvices

3 .58 8 17 7 .64 9 .59 29 . 58 5 79 1 .22 1 57 1 .93 1 R3 6 .55 1 .36

14 .59 1 .42

13.0 8 1 .54

12. 22 1 60

Hardware Subscrip tion

1 .00 2 .17 1 .66 1 .54 G .37 1 .11 0.41 0 .43 0 .40 0 .54 1 79 0 .49

2 .26 0 .70

0 .86

1 .94 1 20

0.00 1100 0 .00 0 .03 0 03 0 .16

0 .16 0 .04 19 .18

0 .20 0. 09 17.55

17.29

Adve rt ising

E-Commerce 0 .00 0 .00 0 .00 0 .00 0 .00 0 .01 Total Re v enue 6 .21 13 .53 44 .32 8 .84 12 .94 11 .63

Reason Why Fraudulen t

+Estimates

Report Title

LSPN Fourth Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Author(s)

Greg Cappelli, Scott Wilson, Eric Sledgiste r

Date of

March 9, 2000

1 79

022

0 11

013 0 .2 5 62 .8 6

Statemen t Page Number

8 Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 171 of 262)

Fraudulent Statement

The Lightspan Pa rtnership, Inc . Table 4 Annual Income Statement . 2000A-2002 E $ in millions . exapt per sha re data ; January 1lscal yea r

2000A Revenue: Licensing (reported ::

2001E

2002 E

2 .21

93 .76

57 .26

Licensing pro forma' 29 .52

45 .68 5 .93 7 .+12 3 .25

57 .26 7 .4 5 12 .24 6 .2 5 4 .59 1 .1 5 88 .94

Services P' . 55 Hard-&ire x6 .37 Subscription 1 .79

Adverti si ng

11 . 0{

1-P .73

E-Commerce 0 .Gr' Total Revenue 44 .32

0 .25 62 . 86

Reason Why Fraudulent

+Estimate s

Report Title

LSPN Fourth Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Author(s)

Greg Cappelli, Scott Wilson, Eric Sledgister

Date of Statement Page Number Fraudulent Statement

March 13, 2000

Reason Why

+Surprises

I LSPN reported fourth (January) quarter results significantly above our estimates . Pro forma revenues of $13 .5 million were 32% above ou r estimate of $10 .3 million ,

Fraudulent Report Title

LSPN Fourth Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Author(s)

Greg Cappelli, Scott Wilson, Eric Sledgiste r

Date of

March 13, 2000

Statement Page Number

2

Exhibit D : Misstatements and Omissions in CSFBC ' s Research Reports (Page 172 of 262)

Fraudulent Statement

LSPN reported fourth (January) quarter results significantly above our estimates .

Reason Why Fraudulent

+Surprise s

Report Title

LSPN Fourth Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Author(s) Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Greg Cappelli, Scott Wilson, Eric Sledgister

Report

LSPN Fourth Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Title

March 13, 2000

2 LSPN's strong January quarter results give the company momentum as it enters its first fiscal year as a public company . Our fiscal year 2001 and 2002 revenue estimates are $62 .9 million and $88 .9 million, respectively . +Estimate s

Author(s)

Greg Cappelli, Scott Wilson, Eric Sledgister

Date o f Statement Page Number Fraudulen t Statement

March 13, 2000

Reason Wh y Fraudulent

+Surprise s

Report

LSPN Fou rth Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Title

2 LSPN reported pro forma revenue of $13 .5 million, which was 32% above our estimate of $10 .3 million .

Author (s)

Greg Cappelli, Scott Wilson, Eric Sledgiste r

Date o f Statement Page Number

March 13, 2000

3

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 173 of 262)

Fraudulent

Table 1

Statement

LSPN Janua ry Qua rt er Compariso n S in millions! except per share data 4Q99

4Q9 9

P tual

Estimated

Licensing (reported) $1 .72

X0 .3 8

Licensing (pro lonnal 9.59+

6 .99

31 .3 %

Services 1 .83 Hard,aare 1 .54 Subscription 0 .54

1 .20 1 .53

52 .3)%,

0.52 0 .03 0 .00 10 .26

5 .11911 -8 .4 %

Difference

Revenue :

Advertising E-Commerce

0 .03 0.00

Total Revenue 13 .53 Reason Why

0 .9%

NM 312''

+Surprise s

Fraudulen t

Report Title

LSPN Fourth Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Author(s)

Greg Cappelli, Scott Wilson, Eric Sledgister

Date of

March 13, 2000

Statement Page Number Fraudulent

Statement Reason Why Fraudulen t Re ort Title Author(s) Date of

6 LSPN reported fourth (January) quarter results ahead of expectations . LSPN reported fourth (January) quarter results significantly above ou r estimates . Pro forma revenues of $13 .5 million were 32% above our estimate of $10 .3 million, +Surprise s

LSPN -------------Fourth Quarter Results Exceed Expectations ; Reiterate Strong Buy . Greg Cappelli, Scott Wilson, Eric Sledgister March 13, 2000

Statement Page Number

6

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 174 of 262)

Fraudulent Statement

LSPN's strong January results gives the company momentum as it enters its first fiscal year as a public company and gives us added confidence i n our fiscal year 2001 and 2002 revenue estimates of $62 .9 million and $88 .9 mil lion, respectively .

Reason Why

+Estimates

Fraudulen t Report Title

LSPN Fourth Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Author (s)

Greg Cappelli, Scott Wilson, Eric Sledgister

Date of

March 13, 2000

Statemen t Page Number

7

Fraudulent Statement

Table 2 Quarterly Income Statement, 2000A-2001 E S in nliNionns , except per share data ; January fiscal yea r 1000A 2000A 3000A 4QOOA Revenue : Licensing (reported) - - 0 .49 1 .72 Licensing (pro forma' } 3 .58 8 .77 7 .64 9 .59 Services 1 .22 1 .57 1 .93 1 .83 Hardware 1 .00 2 .17 1 .66 1 .54 Subscription 0 .41 0 .43 0 .40 0 .54 Advertising 0 .00 0 .00 0 .00 0 .03 E-Commerce 0 .00 0 .00 0 .00 0 .00 Total Revenue 6 .21 12 . 94 11 . 63 13 .53

Reason Why Fraudulen t

+Estimates

Report Title

LSPN Fourth Quarter Results Exceed Expectations ; Reiterate Strong Buy .

Author (s)

Greg Cappelli, Scott Wilson, Eric Sledgister

Date of

March 13, 2000

2000A

1 0 01E

2Q01E

4Q01E

2001 E

2 .21

45 .60

22 .86

13 .08

12 .22

93 .76

29 .58 6 .55 6 .37 1 .79 0 .03 0 .00 44 .32

5 .79 1 .36 1 .01 0 .49 0 .16 0 .01 8 .84

14 .59 1 .42 2 .28 0 .70 0 .16 0 .04 19 . 18

13 .08 1 .54 1 .79 0 .86 0 .20 0 .09 17 .55

12 .22 1 .60 1 .94 1 .20 0 .22 0 .11 17 . 29

45 .6 8 5 .9 3 7 .0 2 3 .2 5 0 .7 3 0 .2 5 62 .8 6

Statemen t Page Number

3Q01E

8

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 175 of 262)

Fraudulent Statement

The Lightspan Partnership, Inc .

Table 3 Annual Income Statement . 2000A-2002E $ in niIIon s, except per share data ; Janua I6cal ear

2000A Revenue : Licensiric (report9di 2 .21

2002E

93.76

57 .2 6

Licensing ipln form it 1 29 .55

4E5 .68

57 .2 6

Services E .55

5 .93 7 .02 3 .25 1) .73

7 .4 5 12 .2 4

Hardware X5 .37

Reason Why Fraudulen t

2001E

Subscription 1 .79 Advertising 0 .03 E-Commence 0 .00 Total Revenue 44 .32 +Estimate s

0 . 25 62. 86

P .25 4 .5 9 1 .1 5 88.94

Report Title

Bringing Together Parents, Students, and Teachers through the Power of the Internet-Reiterate Strong Bu y

Author (s)

Greg Cappelli, Scott Wilson, Eric Sledgister, Michael Husma n

Date of Statemen t Page Number Fraudulent

March 29, 200 0

Statement

I LSPN recently reported fourth (January) quarter results significantly above our estimates . Pro forma revenues of $13 .5 million were 32% above ou r estimate of $10 .3 million, . . .

Reason Why Fraudulen t

+Surprise s

Report Title

Bringing Together Parents, Students, and Teachers through the Power of the Internet-Reiterate Strong Bu y

Author (s)

Greg Cappelli, Scott Wilson, Eric Sledgister, Michael Husma n

Date of

March 29, 2000

Statemen t Page Number

52

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 176 of 262)

Fraudulen t Statement Reason Why Fraudulent

LSPN reported fourth (January) quarter results significantly above our estimates .

Report Title

Bringing Together Parents, Students, and Teachers through the Power of the Internet-Reiterate Strong Bu y

Author(s) Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Greg Cappelli, Scott Wilson, Eric Sledgister, Michael Husman

Report Title

Bringing Together Parents, Students, and Teachers through the Power of the Internet-Reiterate Strong Bu y

Author(s)

Greg Cappelli, Scott Wilson, Eric Sledgister, Michael Husman

Date of Statement Page Number

March 29, 2000

Fraudulen t Statement Reason Why Fraudulent

LSPN reported pro forma revenue of $13 .5 million, which was 32%, above our estimate of $10 .3 million .

Report Title

Bringing Together Parents, Students, and Teachers through the Power of the Internet-Reiterate Strong Bu y

Author (s)

Greg Cappelli, Scott Wilson, Eric Sledgister, Michael Husma n

Date of Statement Page Number

March 29, 2000

+Surprise s

March 29, 2000

52 LSPN's strong January results gives the company momentum as it enters its first fiscal year as a public company and gives us added confidence i n our fiscal year 2001 and 2002 revenue estimates of $62 .9 million and $88 .9 million, respectively . +Estimate s

52

+Surprise s

53

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 177 of 262)

Fraudulent Statement

Exhibit 4 7

J anuary Quarter Compariso n in millions : except per share data

4Q99

4Q9

9

Actual

Esti rnated

A Dittc!ronc e

$1 .72

$0 .38

351 .5 %

9.59+ 1 .83 1 .54

1399

37.3%

1 .20 1 .53

52 .3';x% 0 .91x.;

1.4 0 .03

0 .52 0 . 03 0 .00 10 .26

5 .1 % -8 .4 % NM 31 .9%

Revenue :

Licensing (re-ported) Licensing ( pro torrnat i Services Hardware Subscription

Advertising E-Commerce

0.00 13 .53

Total Revenue Reason Why Fraudulen t

+Surprises

Report Title

Bringing Together Parents, Students, and Teachers through the Power of the Internet-Reiterate Strong Bu y

Author( s) Date of

Greg Cappelli , Scott Wilson , Eric Sledgister , Michael Husman March 29, 2000

Statement Page Number

60

Fraudulent

Exhibit 5 1

Statement

Qua rt erly Income

statement,

2000 -02 E

$ in millions. except per share data : Janua ry fiscal yea r 1000A Revenue : Licensing rreportei ?

2000A 3000A

4000A

2000A

0 .49

1 .72

2 .21

45 .60

22 .86

13 .08

12 .22

9376

7.86

16 .90

18 .04

16 .0 3

58 .85

358 8 .77 7 G 4 1 .22 1 .57 1 .93

9 59 1 .83

29 5 8 6 .55

5 .7 9 1 .36

13 08 1 .54

12 .2 2 1 .60

45 68 593

16 .96 1 79 4 16

18 0 4 1 94 3 2 .3

16 .0 0 2 .01

58 .8 5 7 .4 5

3 30

12 2 4

1001E

2Q01E

3001E

4001E

2001E

1Q02E

2002E

3002E

4002E

2002E

Hard,3are

1 .00 2 .17 1 66

1 .54

6 .37

1 .01

14 .59 1 42 2 .28

1 .79

1 . 94

7 02

7 .86 1 71 1 53

Subscnptan

0 41 0 43 i 40

0 .54

1 79

0 .49

0 .70

0 .86

1 .20

3 25

1 .42

1 .49

1 S :3

1 .81

i 25

Advertising 0 .00 0 00 0 .01) E-Comrnerce 0 . 00 0 00 0 .00 Total Revenue 6 .21 12.94 11 .63

3 03 0.00 13 . 53

0 03 0 .00 44.32

0 .16 0 .01 8 .84

0 .16 0 04 19 .18

0 .20 0 .09 17 .55

0 .22 0 .11 17.29

0 73 0 25 62 .86

0 .72 0.27 13 .52

j 88 0 19 25.47

1 .27 0.35 26.39

1 .71 00 .33 25 .16

4 .59 1 .1 5 90 .5 3

Lice nsing (pro forma' Services

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 178 of 262)

Reason Why Fraudulen t

+Estimate s

Report Title Author(s) Date of

Bringing Together Parents, Students, and Teachers through the Power of the Internet-Reiterate Strong Bu y Greg Cappelli, Scott Wilson, Eric Sledgister, Michael Husma n March 29, 2000

Statement Page Number Fraudulent

61 The Lightspan Partnership, Inc .

Statement Exhibit 5 2 Annual Income Statement , 2000-02 E $ In millbns . except per snare data ; January fiscal yea r 2000A I 2001E 2002 E Revenue : Licensing ( reported ) 2 .21 93. 76 58.85 Licensing (p ro forma ') 29 .58 45.68 58 .85 Services 6 .55 5.43 7 .45 Hardware 6 .37 7.( 12 .24 Subscription 1 .79 3.25 6 .25 Adve rtising 0 .03 0.73 4 .59 E-Comme rce 0 .00 0 .25 1 .1 5 Total Revenue 44 . 32 62 .86 90 .53

Reason Why Fraudulen t

+Estimates

Report Title

School's In Session : April Qua rter Results Above Expectations ;Reiterate Strong Buy .

Author(s)

Greg Cappelli, Scott Wilson, Michael Husman

Date of

May 18, 2000

Statemen t Page Number

I

Fraudulent Statement

LSPN reported first (April) quarter results that were significantly better than our estimates . Pro forma revenues of $10 .3 million were 16 .7% highe r than our estimate ,

Reason Why

+Surprise s

Fraudulent Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 179 of 262)

Report Title Author(s)

School's In Session : April Quarter Results Above Expectations ;Reiterate Strong Buy .

Date of Statement Page Number

May 18, 2000

Fraudulen t Statement

LSPN began its first fiscal year as a public company with April (first) quarter results significantly ahead of our expectations . First quarter pro forma revenues of $10 .3 million were 16 .7% better than our estimate of $8 .8 million, . . .

Reason Why Fraudulent

+Surprise s

Report Title

School's In Session : April Qua rt er Results Above Expectations ; Reiterate Strong Buy .

Author (s)

Greg Cappelli, Scott Wilson, Michael Husman

Date of

May 18, 2000

Greg Cappelli, Scott Wilson, Michael Husma n

2

Statement Page Number

2

Fraudulent Statement

LSPN reported pro forma (see deferred revenue section) first quarter revenue of $10 .3 million, which was 16 .7% above our estimate of $8 . 8 million and 65 .9% higher than the year ago period .

Reason Why Fraudulent

+Surprises

Report Title

School's In Session : April Quarter Results Above Expectations ; Reiterate Strong Buy .

Author (s)

Greg Cappelli, Scott Wilson, Michael Husma n

Date of

May 18, 2000

Statement Page Number

3

Fraudulen t Statement

Table 1 Summa ry of April (First ) Quarter Result s $ in millions . expect per share data 1001 1Q01 1Q00 % Chang e Actual Es ti mated Difference Actual YTY Revenue : Total Revenue ( pro forma)' 10 .31 8 .84 16 . 7% 6 .21 65 .9°%d

Reason Why Fraudulent

+Surprises

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 180 of 262)

Report Title

Author(s) Date of Statement

School's In Session : April Quarter Results Above Expectations ; Reiterate Strong Buy . Greg Cappelli, Scott Wilson, Michael Husma n May 18, 2000

Page Number

5

Fraudulent

LSPN reported first (April) quarter results that were significantly better than our estimates . Revenues, gross margins, and EPS were all better tha n expected .

Statement Reason Why Fraudulen t

+Surprises

Report Title

School's In Session : April Quarter Results Above Expectations ; Reiterate Strong Buy .

Author(s)

Greg Cappelli, Scott Wilson, Michael Husma n

Date of Statement

May 18, 2000

Page Number Fraudulent Statement

7 Table 2 Quarterly Income Statement , 2000A - 2001 E S in millions . except per share data, January fiscal yea r I 1000A 2000A 3000A 4000A

2000A

1 0 01A 2001E

3Q01E 4001E

1 .72

2 .21

52 .92 22 .91

13 12 12 .2 6,

Licensim1 tpro f-.rma' i 3 .58 8 .7 7 7 .64 9 .54 Ser:ic-s 1 .22 1 .57 1 .93 1 83 Hardware 1 .1-10 2 .17 1 .66 1 54 0 .4 _i 6 .54 Subscription 0 .41 0 .43 Advertising 0 .0(' C' ui i .00 0 .03 E--Commerce ' n .iri Total Revenue 6.21 12 .94 11 .63 13 . 53

29 .58 55 6. .37 1 .79 p 03 .00 44 . 32

6 .1 0 14 63

13 .12 1226 1 .54 1 .60 1 .75 1 94 1 .03 1 31 0 .26' G 22 0 .".0 7 .00 17 .68 17 .34

2001E

1002E 2002E 3002E 4002E

2002 E

1)1 .22

7 .93 17 .2' 18 .27 16 .20

59 .6 1

46 .12 6 .74 7 .16 3 .82 6 .74 0 .0 64 . 57

7 .93 17 .20 18 .27 16 .20 1 73 1 .81 1 .96 2 .03 1 .54 4 .22 3 .30 3 34 1 .55 1 .62 1 .83 1 .96 1 .10 1 .88 1 .27 1 .74 ? .27 0 .19 0 .35 .95 14 .12 25 .91 26 .99 25 .63

59 .6 1 7 .54 12 .3 9 6 .995 4 .99 1 .1 6 92.6 5

Revenue :

Licensing irepcrtzd~ 0 0

Reason Why

0 .40

.17 1 .4 2 2 1 .15 228 0.72 0 76 0 .16 0 16 O .ir 0 .i,. 10 .31 19 .25

+Surprises

Fraudulent Report Title

School's In Session : April Quarter Results Above Expectations ; Reiterate Strong Buy .

Author (s)

Greg Cappelli, Scott Wilson, Michael Husma n

Date of

May 18, 2000

Statement Page Number

8

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 181 of 262)

Fraudulent Statement

Lightspan Inc .

Table 3

Annual Income Statement . 2000A-2002 E $ I n millions, exoapt per snare data: Janua ry fiscal yea r 1999A 2000A 2001E 2002 E Revenue : Licensing ireported) 0 .00 2 .21 101 .22 59 .6 1 Licensing (pro forma' 20 .72 29 .58 46 .12 59 .6 1 Services 3 .74 6 .55 6 .74 7 .5 4 Hardware 6 .10 6 .37 7 .16 12 .3 9 Subscription 1 .02 1 .79 3 .82 6 .9 5 Advertising 0 .00 0 .03 0 .74 4 .9 9 E-Commerce 0 .00 0 .00 0 .00 1 .1 6 Total Revenue 31 .59 44 .32 64 .57 92 .6 5

Reason Why

+Estimates

Fraudulent Report Title

School's in Session : April Quarter Results Above Expectations ; Reiterate Strong Bu y

Author (s)

Greg Cappelli, Scott Wilson, Michael Husma n

Date of Statemen t Page Number Fraudulent Statement Reason Why Fraudulen t

May 22, 2000

Report Title Author(s) Date of Statemen t Page Number

School's in Session : April Quarter Results Above Expectations ; Reiterate Strong Buy

1 LSPN reported first (April) quarter results that were significantly better than our estimates . Pro forma revenues of $10 .3 million were 16 .7% higher than our estimate , +Surprise s

Greg Cappelli, Scott Wilson, Michael Husma n May 22, 200 0

2

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 182 of 262)

Fraudulent Statement

LSPN began its first fiscal year as a public company with April (first) quarter results significantly ahead of our expectations . First quarter pro forma revenues of $10 .3 million were 16 .7% better than our estimate of $8 .8 million ,

Reason Why

+Surprise s

Fraudulen t Report Title

School's in Session : April Quarter Results Above Expectations ; Reiterate Strong Bu y

Author(s) Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

Greg Cappelli, Scott Wilson, Michael Husma n

Report Title

School's in Session : April Quarter Results Above Expectations ; Reiterate Strong Buy

Author (s)

Greg Cappelli, Scott Wilson, Michael Husma n

Date of

May 22, 2000

May 22, 2000

2 LSPN reported pro forma (see deferred revenue section) first quarter revenue of $10 .3 million, which was 16 .7% above our estimate of $8 . 8 million and 65 .9% higher than the year-ago period . +Surprises

Statement Page Number

3

Fraudulent Statement

Table 1 Summa ry of April (First ) Quarter Results $ in millions . except per share data

Revenue : Total Revenue(pro forma )' Reason Why

1Q01 1001 %

1 Q00 % Chang e

Actual Estimated Difference

Actual YTY

10.31 8 .84

16.7°!0 6 .21 65 .9%

+Surprises

Fraudulent Report Title

School's in Session : April Quarter Results Above Expectations ; Reiterate Strong Bu y

Author (s)

Greg Cappelli, Scott Wilson, Michael Husma n

Date of

May 22, 2000

Statement Page Number

6 Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 183 of 262)

Fraudulent Statement

Table 2 Qua rt erly Income Statement, 2000A-2002 E $ in millions, except per share data ; January fiscal year en d 1000A 2000A 3000A 4000A Revenue : Licensing (reported) 0 0 0 .49 1 .72 Licensing (pro forma' 3 .58 8 .77 Services 1 .22 1 .57 Hardware 1 .00 2 .17 Subscription 0 .41 0 .43 Advertising 0 .00 0 .00 E-Commerce 0 .00 0 .00 Total Revenue 6 .21 12 .94

7 1 1 0 0 0 11

.64 9 .59 .93 1 .83 .66 1 .54 .40 0 .54 .00 0 .03 .00 0 .00 .63 13 . 53

2000A

1 0 01A 2001E

3001E 4Q01E

2001E

1002E 2002E 3002E 4002E

2002 E

2 .21

52 .92 22 .91

13 .12 12 .26

101 .22

7 .93 17 .20 18 .27 16 .20

59.6 1

29 .58 6 .55 6 .37 1 .79 0 .03 0 .00 44 . 32

6 .10 14 .63 2 .17 1 .42 1 .15 2 .28 0 .72 0 .76 0 .16 0 .16 0 .00 0 .00 10 . 31 19 .25

13 .12 12 .26 1 .54 1 .60 1 .79 1 .94 1 .03 1 .31 0 .20 0 .22 0 .00 0 .00 17 .68 17 .34

46 .12 6 .74 7 .16 3 .82 0 .74 0 .00 64 . 57

7 .93 17 .20 18 .27 16 .20 1 .73 1 .81 1 .96 2 .03 1 .54 4 .22 3 .30 3 .34 1 .55 1 .62 1 .83 1 .96 1 .10 0 .88 1 .27 1 .74 0 .27 0 .1 (4 0 .35 0 .35 14 .12 25 .91 26 .99 25 . 63

59 .6 1 7 .5 4 12 .3 9 6 .9 5 4 .9 9 1 .1 6 92 .6 5

Reason Why Fraudulen t

+Estimates

Title Author(s) Date of Statement Page Number Fraudulent

School's in Session : April Quarter Results Above Expectations ; Reiterate Strong Bu y

Report

Greg Cappelli, Scott Wilson, Michael Husma n May 22, 2000

7 Lightspan . Inc .

Statement Table 3 Annual Income Statement. 1999A-2002 E $ In millions. except per sna re data ; Januaryflscal yearen a 1999A Revenue : Licensing {reported) 0 .00 Licensing (pro formal) 20 .72 Services 3 .74 Hardvrare 6 .10 Subscription 1 .02 Advertising 0 .00 E-Cornmerce 0 .00 Total Revenue 31 .59

Reason Why Fraudulent

2000A 2001E

2002 E

2 .21

101 .22

59 .6 1

29 .58 6 .55 6 .37 1 .79 0 .03 0 .00 44 .32

46 .12 6 .74 7 .16 3 .82 0 .74 0 .00 64 .57

59 .6 1 7 .5 4 12 .3 9 6 .9 5 4 .99 1 .1 6 92 .6 5

+Estimate s

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 184 of 262)

Report Title Author(s)

LSPN Expands Product Offering by Acquiring Edutest, Inc . ; Reiterate Strong Buy .

Date o f

May 25, 2000

Greg Cappelli, Scott Wilson, Michael Husman

Statement Page Number

3

Fraudulen t Statement

LSPN recently announced first quarter 2001 results significantly ahead of our expectations . First quarter pro forma revenues of $10 .3 million were 16 .7% better than our estimate of $8 .8 million, . . .

Reason Wh y Fraudulent

+Surprise s

Report Title

LSPN Expands Product Offering by Acquiring Edutest, Inc . ; Reiterate Strong Buy .

Author(s) Date o f Statement

Greg Cappelli, Scott Wilson, Michael Husma n

Page Number

3

Fraudulen t Statement Reason Why Fraudulent

We maintain our fiscal 2001 and 2002 pro forma revenue estimates of $64 .6 million and $92 .7 million, respectively .

Report Title

LSPN Expands Product Offering by Acquiring Edutest, Inc . ; Reiterate Strong Buy .

Author (s)

Greg Cappelli, Scott Wilson, Michael Husma n

Date of Statement

May 25, 200 0

May 25, 200 0

+Estimates

Page Number T4

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 185 of 262)

Fraudulent Statement

Table I Qua rterly Income Statement , 2000A-2002 E $ in millions, except per share data ; January fiscal year end 1000A 2000A 3000A

4000A

2000A

1Q01A

2Q01E

30 01E 4Q01E

2001E

1 0 02E 2Q02E 3Q02E 4Q02E

2002 E

Licensing (reported) 0 0 0 .49

1 .72

2 .21

52.92

22 .91

13 .12 12 .26

101 .22

7 .93 17 .20 18 .27 16 .20

59.6 1

Licensing (pro forma1 ) 3.58 Services 1 .22 Hardware 1 .00 Subscription 0 .41 Advertising 0 .00 E-Commerce 0 .00

7.64 1 .93 1 .66 0.40 0.00 0 .00

9 .59 1 .83 1 .54 0 .54 0 .03 0.00

29 .58 6 .55 6 .37 1 .79 0 .03 0 .00

6 .10 2 .17 1 .15 0 .72 0 .16 0 .00

14 .63 1 .42 2 .28 0 .76 0 .16 0 .00

13 .12 12 .26 1 .54 1 .60 1 .79 1 .94 1 .03 1 .31 0 .20 0 .22 0 .00 0 .00

46 .12 6 .74 7 .16 3 .82 0 .74 0 .00

7 .93 17 .20 18 .27 16 .20 1 .73 1 .81 1 .96 2 .03 1 .54 4 .22 3 .30 3 .34 1 .55 1 .62 1 .83 1 .96 1 .10 0.88 1 .27 1 .74 0 .27 0 .19 0.35 0 .35

59 .6 1 7 .54 12 .39 6 .95 4 .99 1 .1 6

Total Revenue 6 .21 12. 94 11 . 63

13. 53

44 .32

10 .31

19 . 25

17 . 68 17.34

64 . 57

14. 12 25.91 26 .99 25. 63

92.65

Revenue :

8 .77 1 .57 2 .17 0 .43 0 .00 0 .00

Reason Why Fraudulent

+Estimate s

Report Title Author(s) Date of Statement Page Number Fraudulent

LSPN Expands Product Offering by Acquiring Edutest, Inc . ; Reiterate Strong Buy . Greg Cappelli, Scott Wilson, Michael Husma n May 25, 2000

5 Lightspan.Inc .

Statement Table 2 Annual Income Statement . 1999A-2002 E $ In millions, except per sha re data, January fiscal yearend

1999A 2000A 2001E Revenue : Licensing (reported )

0.00 2 .21 1 01 .22

Licensing (p ro forma ') 20.72 29.58 Services 3.74 6.55 Hardware 6 .10 6.37 Subscription 1 .02 1 .79 Advert ising 0.00 0.03 E-Commence 0.00 0.00 Total Revenue 31 .59 44 .32

Reason Why Fraudulent

46.12 6.74 7.16 3.82 0.74 0.00 64 .57

20112 E 59 .6 1 59.6 1 7 .54 12.39 6.9 5 4.99 1 .1 6 92.65

+Estimate s

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 186 of 262)

Report Title

LSPN acquires LearningPlanet.com ; Reiterate Strong Buy .

Author(s) Date of Statement

June 1, 2000

Greg Cappelli, Scott Wilson, Michael Husma n

Page Number

1

Fraudulent Statement

We expect the financial impact of this transaction to be minimal . Therefore, we maintain our fiscal 2001 and 2002 pro forma revenues and EPS o f $64 .6 million and $92 .7 million, respectively, . . .

Reason Why

+Estimate s

Fraudulent Report Title

LSPN acquires LearningPlanet.com ; Reiterate Strong Buy .

Author (s)

Greg Cappelli, Scott Wilson, Michael Husma n

Date of

June 1, 2000

Statement Page Number Fraudulent Statement

3 Table 1 Qua rt erly Income Statement , 2000A-2002 E S in millions . except per share data : January fiscal year en d 1000A 2000A 3000A 4000A Revenue : Licwsing (reportedi 0 0 0 .49 1 .72

2000A

1001A 2001E 3001E 4001E

2 .21

52 .92 22 91 13 .12 12 .26

Licensing (pro fomial 3 58 V7 7 .64 9 .59 Services 1 .22 1 .57 1 .9+3 1 .83 Hardware 1 .00 2 .17 1 .66 1 .54 Subscriptoo 0 .41 0 .43 0 .40 0 .54 Advertising 0 .00 0 .00 0 .00 0 .03 E-Commerce 0 .00 0 .00 0 . CND 0 .00 Total Revenue 6 .21 12 .94 11 .63 13 . 53

29 .58 6 .55 6 .37 179 0 03 0 .00 44 . 32

6.10 14 63 13 .12 12 .26

Reason Why Fraudulent

+Estimate s

Report Title

LSPN acquires LearningPlanet .com ; Reiterate Strong Buy.

Author(s) Date of Statemen t

Greg Cappelli, Scott Wilson, Michael Husma n

Page Number

4

2.17 1 .42 1 .54 1 .60 1 .15 2 .28 1 .79 1 .94 0.72 0 .76 1 .03 1 .31 0.16 0 .16 0 .20 0 .22 0.00 0 .00 0 .00 0 .00 10. 31 19 .25 17 .68 17 .34

3002E 4002E

2002 E

101 .22

7 .93 17 .20 1827 16 .20

59 .6 1

46 .12 674 7 .16 3 .82

7 .93 17 .20 1827 16 .20 1 .73 1 .81 1 .96 2 .03 1 .54 4 .22 3 .30 3 .34 1 .55 1 .62 1 .83 1 .96 1 .10 0 .88 1 .27 1 .74 0.27 0 .19 0 35 0 .35 14 .12 25 . 91 26 .99 25 .63

59 .6 1 7 .54 12 .3 9 6 .9 5 4 .9 9 1 .1 6 92 .6 5

2001E

1002E

0 .74 0 .00 64 .57

June 1, 200 0

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 187 of 262)

2002E

Fraudulent Statement

Lightspan . Inc .

Table 2 Annual Income Statement . 1999A-2002 E $ In millions . except per share data: January tlscai year en d

1999A 2000A Revenue : Licensing ( report ed)

2001E

2002 E

0 .00 2 .21

101 .22

59 .6 1

Licensing ( p ro forma ' ) 20 .72 29 .58 Services 3 .74 6 .55 Hardware 6 .10 6 .37 Subscripti on 1 .02 1 .79

46 .12 6 .74 7 .16 3 .82 0 .74 0 .00 64 .57

59 .6 1 7 .54 12 .3 9 6 .95 4 .99 1 .1 6 92 .65

Advert isi ng E-Commerce Total Revenue

0 .00 0 .03 0 .00 0 .00 31 .59 44 .32

Reason Why Fraudulent

+Estimate s

Report Title Author(s) Date of Statemen t Page Number Fraudulent

First Edition Summary : Key Action Call s Greg Cappell i June 12, 200 0

2 Our FY'01/'02 rev ests are $65m & 93m .

Statemen t Reason Why Fraudulent

+Estimate s

Report Title Author(s) Date of Statemen t Page Number

LSPN Announces De p arture of Kathleen McElwee, VP of Finance and CFO . Greg Cappelli, Eric Sledgister, Michael Husma n June 20, 200 0

3

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 188 of 262)

Table 1

Fraudulent Statement

Qua rterly Income Statement , 2000A-2002 E $ in millions, except per share data, January fiscal year en d 2000A

1 00 1A 2Q01E

3Q01E 4Q01E

2001E

1Q02E 2 0 02E 3 0 02E 4Q02E

2002 E

Licensing (reported) 0 0

1000A 2QOOA 3 0 00A 4000A 0 .49 1 .72

2 .21

52 .92 22 .91

13 .12 12 .26

101 .22

7 .93 17 .20 18 .27 16 .20

59 .6 1

Licensing (pro forma' 1 3 .58 8 .77 Services 1 .22 1 .57 Hardware 1 .00 2.17

7 .64 9 .59 1 .93 1 .83 1 .66 1 .54

29 .58 6 .55 6 .37

6 .10 14 .63 2 .17 1 .42 1 .15 2 .28

13 .12 12 .26 1 .54 1 .60 1 .7 11 .94

46 .12 6 .74 7 .10

7 .93 17 .20 18 .27 16 .20 1 .73 1 .81 1 .96 2 .03 1 .54 4 .22 3 .30 3 .34

59 .6 1 7 .5 4 12 .39

Subscription

0 .41 0.43

0 .40 0 .54

1 .79

0 .72 0 .76

1 .03 1 .31

3 .82

1 .55 1 .62 1 .83 1 .96

6 .9 5

Advertising 0 .00 0.00 E-Commerce 0 .00 0.00

0 .00 0 .03 0 .00 0 .00

0 .03 0 .00

0 .16 0 .16 0 .00 0 .00

0 .20 0 .22 0 .00 0 .00

(1 .74 0 .00

1 .10 0 .88 1 .27 1 .74 0 .27 0 .19 0 .35 0 .35

4 .9 9 1 .1 6

11 . 63 13 . 53

44 .32

10 . 31 19 . 25

17 .68 17 .34

64 . 57

14 . 12 25 . 91 26 .99 25 . 63

92 .6 5

Revenue :

Total

Revenue

6 .21 12. 94

Reason Why Fraudulen t

+Estimates

Report Title

LSPN Announces Departure of Kathleen McElwee, VP of Finance and CFO .

Author(s)

Greg Cappelli, Eric Sledgister, Michael Husma n

Date of Statemen t

June 20, 2000

Page Number

4

Fraudulent Statement

Lightspan . Inc .

Table 2 Annual Income Statement . 1999A-2002 E $ I n millions, except per share data; January fiscal year en d

1999A Revenue : Licensing f.reported' 0 .00 Licensing (pro formal 1 20 .72 Services 3 .74 Hard%%2re 6 .10 Subscription 1 .02 Advertising 0 .00 E-Commerce 0 .C10 Total Revenue 31 .59

Reason Why Fraudulent

2000A 2001E

2002E

2 .21

101 .22

59 .6 1

29 .58 6 .55 6 .37 1 .79 0 .03 0 .00 44 .32

46 .12 6 .74 7 .16 3 .82 0 .74 0 .00 64 .57

59 .6 1 7 .5 4 12 .3 9 6 .9 5 4 .99 1 .1 6 92 .6 5

+Estimates

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 189 of 262)

Report Title

LSPN Signs $2,479,000 Contract With New York City

Author(s) Date of Statement Page Number

Greg Cappelli, Eric Sledgister, Michael Husman

Fraudulent

Statement

June 22, 2000

3 Table 1 Qua rterly Income Statement, 2000A-2002 E $ in millions, except per share data: January fiscal year en d 1000A 2000A 3000A

4000A

2000A

1001A

2Q01E

3Q01E

4 0 01E

1Q02E

2 0 02E

3 0 02E

4Q02E

2002 E

Licensing (reported) 0 0 0 .49

1 .72

2 .21

52 .92

22 .91

13 .12

12 .26

2001E 101 .22

7 .93

17 .20

18 .27

16 .20

59 .6 1

Licensing (pro forma' 1 3 .58 Services 1 .22 Hardware 1 .00 Subscription 0 .41

9 .59

29 .58 6 .55 6 .37

6 .10 2 .17

14 .63

13 .12

1 .42 2 .28 0 .76 0 .16 0 .00 19 . 25

1 1 1 0 0 17

12 .26 1 .60

46 .12 6 .74 7 .16

7 .93 1 .73

17 .20 1 .81 4 .22

18 .27 1 .96

16 .20 2 .03

3 .30 1 .83 1 .27 0 .35 26 .99

3 1 1 0 25

59 7 12 6 4 1 92

Revenue :

8 .77 7 .64 1 .57 1 .93

2 .17 1 .66 0 .43 0 .40 Advertising 0 .00 0 .00 0 .00 E-Commerce 0 .00 0 .00 0 .00 Total Revenue 6 .21 12 . 94 11 . 63

Reason Why Fraudulent

+Estimate s

Report Title

LSPN Signs $2,479,000 Contract With New York Cit y

Author(s) Date of Statement Page Number

Greg Cappelli, Eric Sledgister, Michael Husman

1 .83 1 .54 0 .54 0 .03 0 .00 13 .53

1 .79 0 .03 0 .00 44 .32

1 .15 0 .72 0 .16 0 .00 10 .31

.54 .79 .03 .20 .00 .68

1 .94 1 .31 0 .22 0 .00 17 .34

3 .82 0 .74 0 .00 64 .57

June 22, 2000

5

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 190 of 262)

1 .54 1 .55 1 .10 0 .27 14 . 12

1 .62 0 .88 0 .19 25 .91

.34 .96 .74 .35 .63

.6 1 .5 4 .3 9 .9 5 .9 9 .1 6 .6 5

Fraudulent Statement

Lightspan .Inc .

Table 2 Annual Income Statement , 1999A-2002 E $ In millions . except per snare data : Janua ry fi scal year en d 1999A 2000A 2001E 2002 E Revenue : Licensing rreportedl 0 .00 2 .21 101 .22 59 .6 1 Licensing (pro formal 20 .72 29 .58 46 .12 59 .6 1 Services 3 .74 6 .55 6 .74 7 .5 4 Hardware 6 .10 6 .37 7 .16 12 .3 9 Subscription 1 .02 1 .79 3 .82 6 .9 5 Advertising 0 .00 0 .03 0 .74 4 .99 E-Cornmerce 0 .00 0 .00 0 .00 1 .1 6 Total Revenue 31 .59 44 .32 64 .57 92 .6 5

Reason Why Fraudulen t

+Estimate s

Report Title

Shifting K-12 Internet Strategy from B2C to B2B ; Goal is to Accelerate Path to Profitability .

Author (s)

Greg Cappelli, Michael Husma n

Date of

August 2, 2000

Statemen t Page Number Fraudulent Statement Reason Why

2 Our current revenue and EPS estimates for fiscal 2001 and 2002 are $64 .6 million and $92 .7 million, respectivel y

+Estimate s

Fraudulen t Report Title

Shifting K-12 Internet Strategy from B2C to B2B ; Goal is to Accelerate Path to Profitability .

Author (s)

Greg Cappelli, Michael Husma n

Date of Statement Page Number

August 2, 200 0

4

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 191 of 262)

Fraudulent Statement

Exhibit I Quarterly Income Statement , 2000A-2002 E $ in millions, except per share data; Janua

fiscal year en d

1000A 2QOOA 3000A 4000A 2000A 1 001A

Reason Why Fraudulent

Revenue: Licensing (reported) 0 0 0 .49

1 .72

Licensing (pro forma1 ) 3 .58 8 .77 7 .64 Services 1 .22 1 .57 1 .93 Hardware 1 .00 2 .17 1 .66 Subscription 0 .41 0 .43 0 .40 Advertising 0 .00 0 .00 0 .00 E-Commerce 0 .00 0 .00 0 .00 Total Revenue 6 .21 12 . 94 11 . 63

9 .59 1 .83 1 .54 0 .54 0 .03 0 .00 13 .53

2001E

3001E

4001E 2001E 1002E 2002E 3002E 4002E 2002 E

2 .21 52 .92

22 .91

13 .12

12 .26 10122 7 .93 17 .20 18 .27 16 .20 59 .6 1

29 .58 6 .10 6 .55 2 .17 6 .37 1 .15 1 .79 0 .72 0 .03 0 .16 0 .00 0 .00 44 .32 10 .31

14 .63 1 .42 2 .28 0 .76 0 .16 0 .00 19 .25

13 .12 1 .54 1 .79 1 .03 0 .20 0 .00 17 .68

12 .26 46 .12 7 .93 17 .20 18 .27 16 .20 59.6 1 1 .60 6.74 1 .73 1 .81 1 .96 2 .03 7.5 4 1 .94 7 .16 1 .54 4 .22 3 .30 3 .34 12 .3 9 1 .31 3 .82 1 .55 1 .62 1 .83 1 .96 6 .9 5 0 .22 0 .74 1 .10 0 .88 1 .27 1 .74 4 .9 9 0 .00 0 .00 0 .27 0 .19 0 .35 0 .35 1 .1 6 17 .34 64 . 57 14 .12 25 .91 26 .99 25 .63 92 .6 5

+Estimate s

Report Title

Shifting K-12 Internet Strategy from B2C to B2B ; Goal is to Accelerate Path to Profitability .

Author(s)

Greg Cappelli, Michael Husma n

Date of

August 2, 200 0

Statement Page Number Fraudulent Statement

5 Lightspan . Inc .

Exhibit 2 Annual Income Statement, 1999A-2002 E $ In millions . except per sna re data : Janua ry ti al year en d

1999A 2000A Revenue : Licensing ( reported ;

Reason Why Fraudulent

2001E

2002 E

0.00 2 .21

101 .22

59.61

Licensing ( pro forma ') 20.72 29 .58 Services 3.74 6 .55 Hardware 6 .10 6 .37 Subscription 1 .02 1 .79 Advertising 0 .00 0 .03 E-Commerce 0 .00 0 .00 Total Revenue 31 .59 44 .32

46 .12 6 .74 7 . 16 3 .82 0 .74 0 .00 64 .57

59.61 7.54 12.39 6.95 4.919 1 .1 6 92 .65

+Estimates

END ofd Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 192 of 262)

a

-McD!ata Co ratn CDT

Report Title

Initiating Coverage with a Buy Rating : Because No SAN is an Islan d

Author(s) Date of Statement Page Number Fraudulen t Statement

Amit Chopra, Andrew McCulloug h September 6, 2000

19 Exhibit 1 5 McDATA Income Statemen t ($'s in thousands) 0199A 02 99A Q3 99A 04 99A 1999A Pkl SaW_s

1 $ 13 .163 3 21 .027 S 22 .661 38 412 5 95 .203

QI OOA C2 OOA 03 00E 04 DOE 2000E 5 47 .134 S 564i;1 S 60.978 5 68 .295 5 232 A68

Reason Wh y Fraudulent

+Estimate s

Report Title

Storage and Data Networking - A preview of the September Quarte r

Author (s)

Amit Chopr a

Date o f

October 12, 200 0

Q 10 IE 02 01E 03 01E 04 DIE 2111 1 5

72051

79 257 5 h3219

91,375 5 325 .95 2

Statement Page Number Fraudulen t Statement Reason Why Fraudulent Report Title Author(s) Date o f Statement Page Number Fraudulent Statement

1 Our checks suggest that with strong demand from OEMs, especially EMC, MCDT should beat our quarterly sales forecast of $60 .9 million . +Cautionar y

Storage and Data Networking - A preview of the September Quarte r Amit Chopr a October 12, 2000

4 McDATA Income Statemen t 01 ODA Net Sales

02 ODA

$ 47,134 $ 56 .461 $

03 OW 60,978

Q4 DOE 2000E $ 68,295 $ 232,868

Qi 01E

0 2 01E

0 3 01E

04 DIE

2001 E

$ 72,051 79 .257 $ 83.219 91 .375 $ 325 .90 2

Exhibit D : Misstatements and Omissions in CSFBC ' s Research Reports (Page 193 of 262)

Reason Why Fraud ulent

+Estimates

Report Title

McDATA Puts Up McNICE Numbers

Author(s)

Amit Chopra, Andrew McCulloug h

Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

October 19, 2000

Report Title Author(s) Date of Statement Page Number Fraudulent Statement

McDATA Puts Up McNICE Numbers

Reason Why Fraudulent

+Revision s

Report Title Author(s) Date of Statement Page Number Fraudulen t Statement

McDATA Puts Up McNICE Numbers

I McDATA posted revenue of $66 .8 million, topping our forecast by 10% .

+Surpise s

Amit Chopra, Andrew McCulloug h October 19, 2000

1 We have raised our Q4 revenue and EPS estimates to $76 .8 million and $0 .11 . We have also raised 2001 top and bottom lines estimates to $358 .7 million and $0 .46, respectively .

Amit Chopra, Andrew McCulloug h October 19, 2000

2 The company made the announcement count, handily beating our revenue forecast by 10 %

Reason Wh y Fraudulent

+Surprise s

Report Title

McDATA Puts Up McNICE Number s

Author (s)

Amit Chopra, Andrew McCulloug h

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 194 of 262)

Date of Statemen t Page Number

October 19, 200 0

2

Fraudulent

. . .we have raised our fourth quarter revenue estimate to $76 .8 million . . .In addition, we have increased our full year 2001 top an d

Statement

bottom lines estimates to $358 .7 millio n

Reason Why Fraudulen t

+Revisions

Report Title

McDATA Puts Up McNICE Number s

Author(s) Date of Statemen t

Amit Chopra, Andrew McCulloug h

Page Number

2

October 19, 200 0

Fraudulent Statement

Exhibit I Out with the Old and In with the New : Raising our Numbers Revenue $'s in millions 042000 FuII Year 200 1 Previous Current '%% Increase Precious Current Re .enue $6e .3 $76 .8 12.5% $325 .9 $358 .7 y-o y growth .7 .8%u 100% 40%, 45 .1 % E PS $$0. 109 $0 .11 22.2 % $0.4) $0 .46

lracreas e 1 f. 1 5A% 115. 0

Source : CSFB Technology Grou p

Reason Why Fraudulent

+Revision s

Report Title

McDATA Puts Up McNICE Number s

Author(s) Date of

Amit Chopra, Andrew McCulloug h October 19, 2000

Statemen t Page Number

2

Fraudulent Statemen t

Third quarter revenue of $66 .8 million breezed past our estimate of $61 .0 million . . .

Reason Why

+Surprises

Fraudulent Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 195 of 262)

Report Title

McDATA Puts Up McNICE Numbers

Author (s)

Amit Chopra, Andrew McCulloug h

Date of Statement Page Number

October 19, 200 0

4

Fraudulent Statement

McDATA Corporation

Exhibit 3 Qua rterly Income Statemen t $'s in thousands Q1 99A Q2 99A Q3 99A Q4 99A 1999 Net Sales

$ 13 ,163 $ 21,027 $ 22,661 $ 38,412 $ 95,263

Reason Why Fraudulent

+Estimate s

Report Title Author(s) Date of Statement Page Number

Apocalypse Not No w

Fraudulen t Statement

Q1 OOA Q2 OOA Q3 OOA

04 00 E 2000E

$ 47,134 $ 56,461 $ 66,760 $ 76,824 $ 247,179

0 1 01 E Q2 01E

Q3 01 E Q4 01 E

$ 80,281 86 .302 $ 91,480 100,628

Amit Chopra, Andrew McCullough, Daniel Lync h January 4, 200 1

5 Exhibit 4 McDATA Quarterly Income Statemen t $'s in thousands Q1 99A Q2 99A Q3 99A Q4 99A 1999 Net Sales

$ 13 ,163 $ 21,027 $ 22 .661 $ 38 .412 $ 95 .263

Reason Why Fraudulent

+Estimate s

Report Title

Storage and Data Networkin g

Author (s)

Amit Chopra

Date of Statement

January 10, 2001

Q1 OOA Q2 00A Q3 00A Q4 00E

0-0-ET

$ 47,134 $ 56 .461 $ 66,760 $ 76 .824 $247,179

Q1 01 E Q2 01E

Q3 01E

0401E

$ 80 .665 87925 $ 92 .761 102,037

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 196 of 262)

200 1 $ 363,38 8

Page Number Fraudulent Statement

1 Our checks suggest that with strong demand from OEMs, especially EMC, MCDT should beat our quarterly sales forecast of $76 .8 million .

Reason Why Fraudulent

+Cautionary

Report Title

Storage and Data Networking

Author(s) Date of Statement

January 10, 200 1

Page Number

4

Amit Chopra

Fraudulen t Statement

McDATA Income Statement

$ in 000s 01 OOA 02 OOA 03 OOA 04 DOE 2000E

I Net Sales 5 47.134 $ 56,461 $ 66.760 S 76 .824 S 247 .17 9

Reason Wh y Fraudulent

+Estimate s

Report Title

McDiesel : MCDT Beats Estimates, Raises Guidanc e

Author(s) Date of Statement

Amit Chopra, Andrew McCullough, Daniel Lync h

01 01E

02 01E

03 01E

04 OlE 2001 E

$ 80.281 86 .302 $ 91 .480 100,628 $ 358 .692

January 24, 200 1

Page Number

1

Fraudulen t Statement Reason Why Fraudulent

Riding the storage networking wave, McDATA posted fourth quarter revenue of $78 .3 million, versus our estimate of $76 .8 million . Consequently , EPS of $0 .12 beat our estimate by a penny .

Report Title

McDiesel : MCDT Beats Estimates, Raises Guidanc e

Author(s) Date of Statement

Amit Chopra, Andrew McCullough, Daniel Lync h

+Surprise s

January 24, 200 1

Page Number

1

Fraudulen t Statement

As a result, we have raised our 2001 revenue and EPS estimates from $358 million to $447 million, and $0 .46 to $0 .50 .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 197 of 262)

Reason Why Fraudulent

+Revision s

Report Title

McDiesel : MCDT Beats Estimates, Raises Guidance

Author(s) Date of Statement Page Number Fraudulent Statement

Amit Chopra, Andrew McCullough, Daniel Lync h

Reason Why Fraudulent

+Surprise s

Report Title

McDiesel : MCDT Beats Estimates, Raises Guidance

Author(s)

Amit Chopra, Andrew McCullough, Daniel Lync h

Date of Statement Page Number Fraudulent Statement Reason Why Fraudulent

January 24, 200 1

Report Title Author(s) Date of Statement Page Number Fraudulen t Statement Reason Wh y Fraudulent

January 24, 200 1

2 On January 24th, McDATA reported fourth quarter results that exceeded both top and bottom-line expectations . Revenue of $78 .3 million gre w 17 .3% sequentially, versus our estimate of 15% .

2 McDATA reported solid fourth quarter results, exceeding both our top- and bottom- line estimates . The company nudged past our revenue forecas t by $1 .5 million, while EPS of $0 .12 came in a penny ahead of our estimate. +Surprises

McDiesel : MCDT Beats Estimates, Raises Guidanc e Amit Chopra, Andrew McCullough, Daniel Lynch January 24, 200 1

2 With a commanding market share and loaded product pipeline, we believe McDATA could prove even its improved guidance to be conservative . With this in mind, we have raised our 2001 revenue estimate to $447 million from $359 million and our EPS target from $0 .46 to $0 .50 . +Revision s

Report Title

McDiesel : MCDT Beats Estimates, Raises Guidance

Author(s)

Amit Chopra, Andrew McCullough, Daniel Lynch

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 198 of 262)

Date of Statemen t Page Number Fraudulent

Statement

January 24, 200 1

2 Exhibit 1

Raising Numbers Revenue $ s in millions

Revenue

Q1 2001

Full Year 200 1

previous current % increase $ 80.3 $ 83 .8 4%,

previous current $ increase $ 358 .7 $ 447 .2 25`'-x.

Reason Why Fraudulen t

+Revisions

Report Title

McDiesel : MCDT Beats Estimates, Raises Guidanc e

Author (s)

Amit Chopra, Andrew McCullough, Daniel Lynch

Date of Statemen t Page Number

January 24, 200 1

4

Fraudulent

Exhibit 2

Statement

Qua rterly Income Statemen t $ 's in thousands 01 OOA Net Sales

0 2 00A Q3 00A

S 47.134 S 56 .461 S 66 .760

Reason Why Fraudulen t

+Estimate s

Report Title

McDiesel : MCDT Beats Estimates, Raises Guidanc e

Author (s)

Amit Chopra, Andrew McCullough, Daniel Lync h

Date of Statemen t Page Number Fraudulent Statement

January 29, 200 1

04 00A

2000A

S 78.331

S 248 .686

01 01E

02 01E

03 01E

04 01 E

S 83 .814 S 100.250 S 117 .250 S 145 .875

2001 E S 447 .189

1 Riding the storage-networking wave, McDATA posted fourth quarter revenue of $78 .3 million, versus our estimate of $76 .8 million . Consequently . EPS of $0 .12 beat our estimate by a penny .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 199 of 262)

Reason Wh y Fraudulent

+Surprise s

Report Title

McDiesel : MCDT Beats Estimates, Raises Guidanc e

Author(s) Date of Statement Page Number Fraudulen t Statement Reason Wh y Fraudulent

Amit Chopra, Andrew McCullough, Daniel Lync h

Report Title

McDiesel : MCDT Beats Estimates, Raises Guidance

January 29, 200 1

I As a result, we have raised our 2001 revenue and EPS estimates from $358 million to $447 million, and $0 .46 to $0 .50 . We reiterate our Buy ratin g and $140 12-month price target. +Revision s

Author (s)

Amit Chopra, Andrew McCullough, Daniel Lynch

Date of Statement Page Number Fraudulen t Statement

January 29, 200 1

Reason Wh y Fraudulent

+Surprise s

Report Title Author(s) Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

McDiesel : MCDT Beats Estimates, Raises Guidance

Report Title

McDiesel : MCDT Beats Estimates, Raises Guidanc e

Author(s)

Amit Chopra, Andrew McCullough, Daniel Lync h

2 On January 24, McDATA reported fourth quarter results that exceeded both top and bottom-line expectations . Revenue of $78 .3 million grew 17 .7% sequentially, versus our estimate of 15% .

Amit Chopra, Andrew McCullough, Daniel Lync h January 29, 200 1

2 McDATA reported solid fourth quarter results, exceeding both our top- and bottom- line estimates . The company nudged past our revenue forecast by $1 .5 million, while EPS of $0 .12 came in a penny ahead of our estimate. +Surprise s

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 200 of 262)

Date of Statemen t Page Number Fraudulent Statement Reason Why Fraudulen t

January 29, 200 1

Report Title

McDiesel : MCDT Beats Estimates, Raises Guidanc e

Author(s) Date of Statemen t Page Number

Amit Chopra, Andrew McCullough, Daniel Lync h

Fraudulent Statement

2 With a commanding market share and loaded product pipeline, we believe McDATA could prove even its improved guidance to be conservative . With this in mind, we have raised our 2001 revenue estimate to $447 million from $359 million and our EPS target from $0 .46 to $0.50 .

+Revision s

January 29, 200 1

2

Exhibit I Raising Numbers $ in millions

Q 1 2001 previous current Reason Why

Revenue +Revisions

Full Year 200 1 increase

previous current

increase

S 80 .3 $ 83 .8 4`%,.`, $ 358 .7 $ 447 .2 25%,

Fraudulent McDiesel : MCDT Beats Estimates, Raises Guidance Report Title Author(s) Amit Chopra, Andrew McCullough, Daniel Lynch Date of

January 29, 200 1

Statement Page Number 4 Fraudulent Exhibit 2

Statement

Qua rterly Income Statement , FYOOA-01 E $ in thousands, except per-share data

Net Sales

Reason Why Fraudulent

Q1 00A

Q2 00A

Q3 00A

Q4 00A

2000A

Q1 01E

0 2 01E

Q3 01E

Q4 01E

2001 E

$ 47 ,134

$ 56,461

$ 66 .760

$ 78 .331

$ 248 . 686

$ 83 .814

$ 100 .250

$ 117 .250

$ 145 .875

$ 447 .18 9

+Estimates

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 201 of 262)

Report Title Author(s) Date of Statement Page Number

Completed Distribution Provides Buying Opportunit y Amit Chopra, Andrew McCullough, Daniel Lync h February 7, 200 1

3

Fraudulen t Statement

Exhibit 2 Qua rt erly Income Statemen t $'s in thousands

Net Sales

Reason Wh y Fr audulent

+Estimate s

Report Title Author(s) Date o f Statement Page Number Fraudulen t Statement

A Chink in the Armo r

2000A

$ 47 .134 $ 56,461 $ 66 .760 S 78 .331

$ 248,686

:<

Q3 01 E

04 01E

$ 83 .814 $ 100 .250 $ 117,250 $ 145 .875

2001 E $ 447 .189

February 12, 200 1

4 Exhibit 4 McDATA Qua rterly Income Statemen t $'s in thousands

Net Sales

T

Q2 01E

Amit Chopra, Andrew McCullough, Daniel Lync h

1999A

Reason Why Fraudulent

0 1 01E

01 OOA Q2 OOA 03 OOA 04 OOA

$ 95,263

Q1 OOA Q2 OOA Q3 OOA Q4 OOA

2000A

$ 47 .134 $ 56,461 $ 66,760 $ 78 .331

$ 248 .686

01

01E

02

01E

Q3 01 E Q4

01E

$ 83 .814 $ 100,250 $ 117,250 $ 145,875

+Estimate s

End of -McDT

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 202 of 262)

2001 E $ 447,18 9

Issuer. _

e

-

Ne

vcus ..Inc.-- NUFO

Report Title Author(s)

Initiating Coverage with a BUY Investment Rating ; NUFO Well Positioned To Emerge As Key Component Playe r

Date of

June 12, 2000

James P. Parmelee, Leslie D . Mallon, Monica Matyjaskiewic z

Statemen t Page Number Fraudulent Statement

2 We are establishing earnings per share estimates of ($0 .60) for 2000 and ($0 .38) for 2001 based upon our top-line projections of $49 .7 millio n for 2000 and $100 million for 2001 .

Reason Why Fraudulen t

+Estimate s

Report Title

Initiating Coverage with a BUY Investment Rating ; NUFO Well Positioned To Emerge As Key Component Playe r

Author(s) Date of Statemen t Page Number Fraudulent Statement

James P . Parmelee, Leslie D . Mallon, Monica Matyjaskiewic z

Reason Why Fraudulen t

June 12, 200 0 3- 4 Based upon the company's strong bookings trends, recent design wins and success in scaling manufacturing, we would assign a high probabilit y to New Focus exceeding our top-line estimates by a significant margin during the foreseeable future . The magnitude of the out performanc e could actually increase in the December quarter of 2000 and into 2001 as the company achieves scale manufacturing in China and successfull y introduces new products . Significant top-line surprises will also spark lower losses through an enhanced gross profit margin performance an d significant operating leverage . +Cautionar y

Report Title

Initiating Coverage with a BUY Investment Rating ; NUFO Well Positioned To Emerge As Key Component Playe r

Author(s) Date of Statemen t Page Number

James P . Parmelee, Leslie D . Mallon, Monica Matyjaskiewic z June 12, 200 0

8

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 203 of 262)

Fraudulent Statement

Table 1 : VALUATION ANALYSIS : OPTICAL COMPONENT S

Rating! Price Ticker Target

6,0910

1999 YTD

SHS

Mcap

(MIL)

( MIL)

Revenue In Mil li ons C99(A )

000(E)

COI(E)

C991A )

EPS 000(EI CO1 (E)

C991A)

PIE CODIE )

C01(E)

NH

NM

3 Yr EP S Growt h

Firm Value ! Sales C99 (A) 000( E) C01(E)

OPTICAL COMPONENT S NEW FOCUS NUFO NR 7511)

NA 2750°"

58

4.375

23 5c 10 0

(0,19)

(0 ,601

0,08)

NM

Reason Why Fraudulen t

+Estimate s

Report Title

Initiating Coverage with a BUY Investment Rating ; NUFO Well Positioned To Emerge As Key Component Playe r

Author (s)

James P . Parmelee, Leslie D . Mallon, Monica Matyjaskiewic z

Date of

June 12, 200 0

191 .0x 87.8x 43.6x

40%

Statement Page Numbe r Fraudulent Statement

9 New Focus . Inc . (NtUFO ) Historical and Projeclid Income Statement (ti in th ,n,.srfmle : cvrrpt 1k•r lhdre• Jul,,: fO I rear eneh fl,rrruirr 31,11 1009!e

I1,1 .\ 'I) \ Telecom Group

~ ( IIt II'.

;OA 4Q.\ 113 .1

45 4511 2.023

(,,jscrrnrrlgr-th rare'

_,5?9

15411.fr,, 49.0",

/n or~nrr-inn p,mth rmrl

C'K,

4 .696

4.131

4 , 89(5

101 Al . RF.vF. '4. LF:

Reason Why Fraudulent

+Estimates

Report Title Author(s) Date of Statement Page Numbe r Fraudulent

First Edition Summar y

651111

% 5114) 11,5444 )

:3 1•"',

111. .9" o

I 0) 7t9"„

l .)JJ.i°„

724 .2',,

4.652 4 .16 4 .997 4 .7°0

4.741

~ I :1 1 I I'.

?((I'. 4)31!

932" ,.

13 .5" . /iavr .'.', -mar grnnth rare?

=n1

4.5)11 6.67, 6. 11-05 9782

4,-00 11

23",'

.5 "i,

-3 . 3",

10,91111

754. ',

4511)) 4 .51111

-111.1'=, 6

4 .).

fl,r1"„

2 1fl1: 1)31

4 ( )1 . 1 1 ) 91 .4.

143000

17,5)111 22 .000

275011

.c 7• ..,

:5.1)"%,

/9n .4"',

1M1 c. 2' ..

(341"„

4 .7511

4,7511 -1,7511

4 .7511 It))" ,,

5 .0",.

0.1/1, O.r/',' , (v' .

1 8 .750

22 .2541

.v''

2 (054)

Jim Parmele e Wednesday, July 26, 2000

1 Rptd g2'00 revs of $14 .5m vs our est of $10 .9m on eps (loss) of $(0 .13) vs our est of $(0 .16) .

Statement Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 204 of 262)

F_ (I' I I'.

I

5,1 147 31 . 381 91.1)011

? i.q•'r,

21 .",.

, 4J,",

13, 111111 16 .0 4 441

C ,k'od,r N ea r

1fp.

5.6"" 32 r fl

5'1 0% 15X .Y" „

17 .79, 19,297 19A1111 2 .X' 6

22 .1441 49,682 1110,111111

Reason Why Fraudulent

+Surprise s

Report Title

Increasing Estimates ; Boosting Price Target ; Reiterat e

Author (s) Date of Statement

James P . Parmelee, Leslie D . Mallon, Monica Matyjaskiewicz, Steve M . Edney

Page Number Fraudulen t Statement Reason Wh y Fraudulent

1 Due to strong performance in Q2 :00 and an accretive stock offering, we are boosting 2000 EPS to ($0 .44) from ($0 .60) and revenue to $59 .7 M from $49 .7M and raising 2001 EPS to ($0.13) from ($0 .38) and sales to $120M from $ l00M ;

Report Title

Increasing Estimates ; Boosting Price Target ; Reiterate

Author (s)

James P . Parmelee, Leslie D . Mallon, Monica Matyjaskiewicz, Steve M . Edney

Date of Statement

August 16, 200 0

Page Number Fraudulent Statement Reason Why Fraudulent

2

Report Title

Increasing Estimates ; Boosting Price Target ; Reiterate

Author(s)

James P . Parmelee, Leslie D . Mallon, Monica Matyjaskiewicz, Steve M . Edne y

Date of Statement

August 16, 2000

Page Number

5

August 16, 200 0

+Revision s

Due to strong performance in Q2 :00 and an accretive stock offering, we are boosting 2000 EPS to ($0 .44) from ($0 .60) and revenue by 20% to $59 .7 million from $49 .7 million and raising 2001 EPS to ($0 .13) from ($0.38) and sales by 20% to $120 million from $100 million . +Revision s

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 205 of 262)

Fraudulent Statement

Nev, Focus . Inc . (NUFO) II°lorirnl ti ed Prujccled Income Slalrnrn l

(S in tnuu.3(I rdc rtr(prpe, "hurr hlla : li.nrl crur e1k!, De, ember 31,f ) I I QA 2[) .\ 4Ql, RI•:vE\UE RY SEGMENT

2 101111 . It,l .\ 2Il :\ 1 11 1 . 4c l 1 II)l.

Telecom Group 45 4511 2. 02 3 2 .529

G'cyuerlluf>TO,rrA rate)

V00 0 ° ..

4,696

(1'ylll'rlicll grcncih 'ate)

4.1 .11

10500 1 3A110 16. 01141

4.0 ,.

-1' .11 '•„ n "•

to I Al . RE NT N t I F:

22 7.

.11197 5 .951 6.111111 6 .111111 6, 114 111 Il . ll",• Il.Ir', . -'.?'. ., 1 3 5. 2 1 . 5 " .• // .N" n 4.

.1 .741 4. 581 6 .675 6.845

9,782

441's,

4()I . ll'/'1'IA

20 .00(1 26. 0(10

34 .1 14 10 5.1147

0" ',

14 .451 16, 50 11 19.111111 22.14(10

135.3",. 14?.1)° ., 1n1 .5" .,

Report Title

Breaking the Bottleneck : A Wireline Weekl y

Author(s) Date of

James P . Parmelee, Leslie D . Mallon, Monica Matyjaskiewicz, Steve M . Edne y

O.N .•e

26 .1111 0

1)11',,

32,111111

September 08, 2000

Statemen t

Report Title

CSFB Tech Intra-Dail y

Author (s)

James P . Parmelee, Leslie D . Mallo n

Date of Statement Page Numbe r Fraudulent Statement Reason Why Fraudulent

Tuesday, October 24, 200 0

:30 .1'„

lou._"„

111r'„ Il lf'„ 1111"r.

Fraudulen t

4

3 6,8 14 5 96,0110

6 .111111 (1.1111(1 6,111111 17.795 22 .848 24.111111

+Estimate s

Page Numbe r Fraudulent Statement Reason Why Fraudulen t

11, Ildar i n r F21 111 !'. I N .M1.

:s. n°„ gull"„ 30 .,5" .

4 .652 4 .316

A eartmr-Rargnngh ralel

Reason Why

8 .54141

101S0" r. 179. 9"., 119.()•'„ 41431',

/It'or-cw- c,•ur ;;rrm'1h rate) C11( :

4A85

39.V ;, 25.)? 93. .",•

-'_f 1 11 3111'.

We believe NUFO's Q3 :00 is tracking favorably to our $16 .5M top line and ($0 .11) EPS estimates ; +Estimate s

2 Anticipate NUFO topped our sales projection of $16 .5M and our EPS expectation of ($0 .11) ; +Estimates

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 206 of 262)

O a'„

29 .4'4.

5.0"n

.111.48.111 22 .842 59,733 1211.11111 1

Report Title

CSFB Tech Intra-Dail y

Author (s)

James P . Parmelee, Leslie D . Mallo n

Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Tuesday, October 24, 2000

Report Title

Reinstating Coverage of New Focus ; Reiterate BUY Investment Rating .

Author (s)

James P . Parmelee, Leslie D . Mallon, Sarah K . Alfor d

Date of Statement Page Number Fraudulent Statement

January 17, 200 1

Reason Why Fraudulent

+Revision s

Report Title

Reinstating Coverage of New Focus ; Reiterate BUY Investment Rating .

Author(s) Date of Statement Page Number Fraudulen t Statement

James P . Parmelee, Leslie D . Mallon, Sarah K . Alfor d

Reason Why Fraudulent

+Cautionary

Report Title

Reinstating Coverage of New Fo cus ; Reiterate BUY Investment Rating .

2 We would assign a high probability to sales in the range of $18-19M and EPS in the range of ($0 .09) to ($0 .10) . +Cautionary

I To reflect previous mgmt guidance, raising Q4 :00 sales to $26 .5M from $19M and EPS to ($0 .03) from ($0 .06) ; In 2001, increasing top-line to $150M from $120M and EPS to $0 .10 from ($0 .14) .

January 17, 200 1

I Believe NUFO tracking favorably relative to our Q4 :00 estimates ; Would assign high probability to rev in the $28-29M range and a lower los s per shr by $0 .01-0 .02 ;

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 207 of 262)

Author(s)

James P . Parmelee, Leslie D . Mallon, Sarah K . Alford

Date of Statement

January 17, 200 1

Page Number Fraudulen t Statement Reason Why Fraudulent

2

Report Title Author(s) Date o f Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Reinstating Coverage of New Focus ; Reiterate BUY Investment Rating .

Report Title Author(s) Date o f Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Reinstating Coverage of New Focus ; Reiterate BUY Investment Rating .

Report Title Author(s)

Reinstating Coverage of New Focus ; Reiterate BUY Investment Rating .

To reflect management guidance following the company's strong Q3 :00 results (we were unable to adjust our model due to our restriction), w e are raising our Q4 :00 and 2001 estimates . +Revision s

TMMM~ James P . Parmelee, Leslie D . Mallon, Sarah K . Alford January 17, 200 1

3 We anticipate that the company is tracking favorably to our top-line projection of $26 .5 million . . . +Estimate s

James P . Parmelee, Leslie D . Mallon, Sarah K . Alford January 17, 200 1

3 We anticipate that the company is tracking favorably to our top-line projection of $26 .5 million . . . We would assign a high probability t o revenue in the range of $28 to 29 million and a lower loss per share by $0 .01-0 .02 . +Cautionar y

James P . Parmelee, Leslie D . Mallon, Sarah K . Alford

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 208 of 262)

Date of

Statement Page Numbe r Fraudulent Statemen t Reason Why Fraudulent

January 17, 200 1

4 To reflect management guidance following its Q3 :00 results, we are raising our Q4 :00 top-line estimate to $26 .5 million from $19 millio n

+Revision s

Report Title

Reinstating Coverage of New Focus ; Reiterate BUY Investment Rating .

Author(s) Date of

James P . Parmelee, Leslie D . Mallon, Sarah K . Alfor d January 17, 200 1

Statemen t Page Numbe r Fraudulent Statemen t Reason Why Fraudulen t

4

Report Title

Reinstating Coverage of New Focus ; Reiterate BUY Investment Rating .

Author (s)

James P . Parmelee, Leslie D . Mallon, Sarah K . Alfor d

Date of

January 17, 200 1

In 2001, we are raising our revenue projection 25% to $150 million from our original $120 million . . . +Revisions

Statemen t Page Numbe r Fraudulent Statement

6 New Focus , Inc . (N LIFO ) Historical and Projcrted Income Statemen t i\ in ,hwnuw:,l . : rr, .j,r prv-,hurt Jaw . fi,rrl .rw rnd, /1cc - ,hrr 11,i ,

1919.A 200(11`. ?ooI1 : (' :dendar Year I(3\ '_(IA 3Q .\ 4(l :\ 1(1.\ 1_() .\ }Q,\ 4Q1' 1131: _(1]1 3(W 4Qh. I'1999 :\ 1,2 001l1 120 111 1 REVENUE BY SEGMEN T I clecum Group

45 450 2 .1123 2,529 4 ,81)5

nrqunui„!t^, n, IL ral,1 YN rr- .. near-rn

;J~in•. . `~o^•. 9J ,. .

rr-rinrl,•n,,r,r,

8, 464 14 ,919 19 .511 0 23 .175 27 . 5110 . ..

_

;'. .. ru 7 .. ., 1~\.., .

-.%n 4 ' . , 9 3 " -.

1 I' ..

'4 4',

IN r• ...

Jj", JJ 4'• .

TOTAL REVENUE 4,741 4, 581 6,675 6.845 9,782

;'n ' .•

14,-151 22,250

n:,' ..

26 .500

J : .V ., in. P .,

311,175

38.700 5 .047 47 .768 122 .11110

1 .9 rVJ,' ..

„J .', ..

CP( . 4 .696 4 ,131 4.652 4 .316 4 .1197 5.987 7,331 7 .11(11) 7 .111111 7.400 nm• . . nr,l ~ri,rn ad kr,r.- rit rat" -!' .u .. 1 . n' . -- _ . 1 ; i'•• 22 .., .. .. -, _ ; . 4 1" ., /9' .. /,'Ca ;'-,,c ir-iar C''rnfil, rd!rl

32 .625

3 4,5011

7 .11181 7,111111 17 .795 25 .215 28 .181 0 rul' ., U q` , i"11

39,625

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 209 of 262)

Hu" ..

J . " .. .

45,70 0 22 .842 72,983

I I

154J. 00 0

Reason Why Fraudulent

+Estimate s

Report Title

CSFB Tech Intra-Dail y

Author (s)

James P . Parmelee, Leslie D . Mallo n

Date of Statement Page Number Fraudulen t Statement

Monday, January 29, 200 1

Reason Wh y Fraudulent

+Estimates

Report Title

CSFB Tech Intra-Dail y

Author(s)

James P . Parmelee, Leslie D . Mallo n

Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Monday, January 29, 200 1

Report Title

NUFO Delivers Blowout Q4 :00 Results ; Raising Estimate s

Author(s) Date of Statement Page Numbe r Fraudulen t Statement

James P . Parmelee, Leslie D. Mallon, Sarah K . Alford

2 We believe that NUFO's will deliver strong Q4 :00 topping our $26 .5M top-line and loss per share of ($0.03) ;

2 We believe that NUFO's will deliver strong Q4 :00 topping our $26 .5M top-line and loss per share of ($0.03) ; We would assign a high probability to rev in the range of $28-29 M +Cautionary

January 31, 200 1

Excl non-recurring chrgs, NUFO reported Q4 :00 EPS of $0 .04, significantly beating our $(0.03) estimate, and revenues of $33 .9M were 27 .8 % above our $26 .5M projection ;

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 210 of 262)

Reason Why

+Surprise s

Fraudulen t Report Title Author(s) Date of

NUFO Delivers Blowout Q4 :00 Results ; Raising Estimate s James P . Parmelee . Leslie D . Mallon, Sarah K . Alford January 31, 200 1

Statemen t Page Number Fraudulent

1 Substantially raising 2001 revenue to $240M from $150M and EPS to $0 .20 from $0 .10 ; Establishing 2002 sales of $345 .7M and EPS of $0 .45 .

Statemen t Reason Why Fraudulen t

+Revision s

Re Tort Title Author(s)

NUFO Delivers Blowout Q4 :00 Results ; Raising Estimate s

Date of Statemen t

January 31, 200 1

Page Number Fraudulent

2

James P . Parmelee, Leslie D . Mallon, Sarah K . Alford

New Focus delivered an impressive December quarter performance, with earnings per share and revenues easily topping our estimates .

Statemen t Reason Why Fraudulen t

+Surprise s

Report Title Author(s) Date of

NUFO Delivers Blowout Q4 :00 Results ; Raising Estimate s James P . Parmelee, Leslie D . Mallon, Sarah K . Alford January 31, 200 1

Statemen t Page Numbe r Fraudulent

2 We are substantially raising 2001 revenue to $240 million from $150 million and earnings per share to $0 .20 from $0 .10 .

Statemen t Reason Why

+Revision s

Fraudulent Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 211 of 262)

Report Title Author(s) Date o f Statement Page Number Fraudulen t Statement Reason Why Fraudulent

NUFO Delivers Blowout Q4 :00 Results ; Raising Estimate s

Report Title

NUFO Delivers Blowout Q4 :00 Results ; Raising Estimate s

Author(s) Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

James P . Parmelee, Leslie D . Mallon, Sarah K . Alford

Report Title

NUFO Delivers Blowout Q4 :00 Results ; Raising Estimate s

Author(s) Date o f Statement Page Number

James P . Parmelee, Leslie D . Mallon, Sarah K . Alford

James P . Parmelee, Leslie D. Mallon, Sarah K . Alford January 31, 200 1

2 We are also establishing 2002 sales of $345 .7 million and EPS of $0 .45 . +Estimate s

January 31, 200 1

3 Revenue of $33 .9 million, was 27 .8% higher than our $26 .5 million projection (our previewed range was $28-29 million ) +Surprise s

January 31, 200 1

6

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 212 of 262)

Fraudulent Statemen t

NSW

Foc ut. Inc. ( N7 U FO )

llKtorlcal and Projected Inc a n Statrnrn t (S in /I!!!NJ!!l1c/1 ; except (/l'I' \Ilare (Iala : fiscal ccy; f'!fcal 1"oar End . Dec . 1

12,131

1:1111 1 ear 1 999:A

2 (1 00 E 3131

6/30

9.r3 11

s 4 .1~6

S 5 .450

(,. i

12/3 1

Rcivomc% S ~ .11K1 \

r .Sul,` I' :I I1~ ;IChon,

rv ._ ,

('i .5""

11 .1111 ;

02u3

660" ., 0. I

3 .1~()

nx . , . 11 .45

I 1 .1-9i o-3", ( .'1/I

,1 S,rlc Sit%

Reason Why Fraudulen t -Report Title

11 .7"1)

I J O",, Ice,

1 .2112 I .II5_ 1 .222

;rr .,~",

\crlc' Total

r, ; 911 ,,

Sales

IN Y' '7, 2 "

3 .9117 3 .637 4 .671

(1,`)( .-j

4 .4')11

1 .1511

16 .756

6 .610

n' I .1+S11

_ .'51 1

2 .1111)

2 .400

j ?. I .R1111

2

'! ._

4 .541

I .524

r,1

_'N. .

8.400

.,

111.3511

12 .450

+Estimate s

Reports Stellar Quarter . Outlook Is Bright. Raising Estimate s

Author (s)

Todd Raker, Brad Stephen s

Date of

April 26, 200 0

Statemen t Page Number Fraudulent Statement

I Tumbleweed reported operating EPS of $(0 .26), a penny ahead of our estimate . Revenues came in at $6 .6 million, well ahead of our $5 .1 million estimate .

Reason Why

+Surprise s

Fraudulen t Report Title

Reports Stellar Quarter . Outlook Is Bright . Raising Estimate s

Author(s)

Todd Raker, Brad Stephen s

Date of

April 26, 200 0

Statement Page Number

1

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 250 of 262)

Fraudulent Statement Reason Why Fraudulen t Report Title Author(s) Date of Statemen t Page Number Fraudulent Statement Reason Why Fraudulen t

We are raising our revenue and EPS estimates to reflect strong growth . Our 2000 estimates are increasing to $37 .8 million in revenue, up fro m $29 .5 million, and operating EPS increases a penny to $(0 .99) . In 2001 our revenue estimate increases to $72 .4 million from $51 .9 million . O eratin EPS in 2001 increases to $(0 .66) from $(0 .75 ) +Revision s

Reports Stellar Quarter . Outlook Is Bright . Raising Estimate s Todd Raker, Brad Stephen s April 26, 2000

2 We are raising our estimates as follows . For 2000, we forecast revenue of $37 .8, up from $29 .5 million, and operating earnings of $(0 .99) pe r share, up from $(1 .00) per share . For 2001, we forecast revenue of $72 .4 million, up from $51 .9 million and operating earnings of $(0 .66) pe r share, u from $(0 .75) per share . +Revision s

Report Title

Reports Stellar Qua rter . Outlook Is Bright . Raising Estimate s

Author (s)

Todd Raker, Brad Stephen s

Date of

April 26, 2000

Statemen t Page Number

2

Fraudulent Statement

Table I Strong Revenue Growth Actual Expected Deviation DeA ;latio n Results Results ($) 4" i Actual Actua l 01, 0A Q1

00

3/31/00 3/31/00

minus minus expected expected

License Revenue S 4 .356 S 3 .450 S 0 .906 26 % Service Revenue 1 .524 1 .125 0 .399 35°x%• Transaction Revenue 0 .730 Lo .65 11 0 .180 33 % Total Revenue 6 . 61 0 5 .125 1 .485 29° 0

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 251 of 262)

Reason Why

+Surprises

Fraudulen t Report Title Author(s) Date of

Reports Stellar Quarter. Outlook Is Bright . Raising Estimate s Todd Raker , Brad Stephen s April 26, 2000

Statemen t Page Numbe r

7

Fraudulent

Table 6

Statement

Annual Income Statement, 1997-2005E $ in millions , except per share dat a

2000E

2001E

2002E

5 24 .206 64.0%

S 4± .300

69 .0% 07. %

S 63 .500 5 O°

0 .000 0 .981

5 .780

(Fiocal Year Endo Dec .)

1 99H 1999A

2003E

2004E

2005 E

S I I8 .00(1

S 140 .000

Revenue s Licenses S 10 .516 5 11 .285 i,

,l

Sale,

Transaction,;

9.X ,, 17 .0(8)

42 .5(N)

23. 5" ;,

34.X"„

43 .7" a

44 .4 %

92 .(8)0

123 .1400

46 .141111

I04 (8) 0 ; 3 .3° „

Sei iccs 4 .727 4 .49)) o/ SaA . 26 . .12°.,,

7 .X24 2(l.

12 .100

16 .000

I 8 .l>>0

23 .700

310 .00) )

Total Sales 15 .243 16 .756

37.810

72 .4 00

122 .000

196 . 650

265 .500

364 .000

Reason Why Fraudulent

+Estimate s

Report Title Author (s)

Report s Stellar Quarter . Outlook Is Bright. Raising Estimates

Date of

April 26, 200 0

Todd Raker , Brad Stephen s

Statemen t Page Number

86 .000

8

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 252 of 262)

Fraudulent

Table 7

Statement

Projected Quarterly Income Statement, 1999-2000 $ in millions, except per share data

1999A Full Year (Fiscal Year End' Dec .) 3/3l 6/30 9/3 0 12/31 1999A Revenue. Licenses S 1 .702 S tX' S ? .UPI i 3 .170 S I I_116 5 (1/ Sult' .

6

4 .35( 5 . 4 50 5 6 .600 (, ,S•

ti 7) 0 O

6S . ,• 6'._ ,,

hj .tP'•

Transactions (I .M03 0 . 2 0 3 (i .318 of Sales 0 .1" . ? .h" ., h .w"„

( .4~7 0 .9s] In.]"•• i .9"„

(1 .730 1 . 1I .(50 ll .u"„ 1? .' , . /5 .r9",,

225() l,~'-1" „

1_17?

0 .964 4 .49)) ' 1 . " .. b . N"„

1 .524 1 .80)) 2 .1(1O i . /"• 1 .4", . 1 . , ,,

_ .40) ) 19 . ;'. .,

3.907 3 .637 4 .671

4 .541 16 .756

6 .610 8 .400 10.350

12 .45 0

Total

Sales

Reason Why Fraudulen t

+Estimate s

Report Title

Acquires Controlling Interest in Japanese Subsidiary . Adjusting Numbers Accordingly . Reiterate Buy .

Author (s)

Todd Raker, Suji DeSilva, Brad Stephen s

Date of Statemen t Page Number Fraudulent

June 13, 200 0

64.r1"•,

12/3 1

0 . 0 "'„

Sel%icc~ I .202 I .Oj' ul Sale' 30 .1y"', 2 ;1' .911 „

Statement

2000 E 3131 6/30 9/30

62.

.

Our estimates change as follows : In 2000, revenue increases from $37 .8 million to $41 .0 million ; in 2001 it increases from $72 .4 million to $84. 1 million .

Reason Why Fraudulen t

+Revision s

Report Title

Acquires Controlling Interest in Japanese Subsidiary . Adjusting Numbers Accordingly . Reiterate Buy .

Author(s)

Todd Raker, Suji DeSilva, Brad Stephens

Date of Statemen t Page Number

June 13, 200 0

2

Exhibit D : Misstatements and Omissions in CSFBC 's Research Reports (Page 253 of 262)

Fraudulent Statement

Table 1

Changes to the Model Old Estimates Revenue: 02 '00 $ 8 .4 2000 $ 37 .8 2001 $ 72 .4

New Estimates $ $ $

9.2 41 .0 84 . 1

Reason Why Fraudulent

+ Revision s

Report Title

Acquires Controlling Interest in Japanese Subsidiary . Adjusting Numbers Accordingly . Reiterate Buy.

Author(s)

Todd Raker , Suji DeSilva , Brad Stephen s

Date of

June 13, 2000

Statement Page Numbe r Fraudulent Statement

4

Table 6

Annual Income Statement , 1997-2001 E $ in millions , except per share data ( Fiscal Year Ends Dec .) Revenues Licenses °ao/5[I/es

Transactions °o o f Sales Scr\ices

0 of Saks Total Sales

1998 S

10 .51 6

1999A S 1 1 .28

O9 . fl". r,

67 ;'r.

0 .000

O.1)81 5. 9" .

0 .0"t,

2000E

2001 E

`S 25 .856

S 53 .40 0

6 .(J

6 3 .5' &

6 .530

17 .40L.1

15. 9"0

2 0.7"b

S . 62

1 .0"„

4 .400 26 .,x"'+,

2! .0"o

133, 0 0 15. ° 6

15 .243

16 .756

41 .010

84 .10 0

1 .72

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 254 of 262)

Reason Why Fraudulent

+Estimates

Report Title Author(s) Date of

Acquires Controlling Interest in Japanese Subsidiary . Adjusting Numbers Accordingly . Reiterate Buy . Todd Raker, Suji DeSilva, Brad Stephen s June 13, 2000

Statemen t Page Number Fraudulent

5

Statement

Projected Qua rt erly Income Statement , 1999-200 0

Table 7 $ in millions, except per share data

1999A Full Year i Fiscal Year Ends Dec .) 3131 6/30 9/30 12/31 1999A 3/31 Rere,z :,es Licenses

S

ol .l'uh

2 .7112 S -s ti 3 .0) I S 3 .1 120 S 112N5 S 4 .356 S (19. ° .; 65 .5 1 .. 6 0.(!^,, rix . ,, b .)' ., 65 .9'. .

SAN) j 7 .1100 6 ; .9° ..

61 .91111

12/3 1 > KIM) O2 .6"•,

Full Yea r 2000 E S 2 ~' .S5 6 ni.11'' .;

2 .500

6 .531 1

h .,1"'„

l ,~' .IP'. .•

1 ? .'f', •

it ./"o

1 .000 2 .4(10 /. _'1 . .. .. ..

/9 .4'•r

_'1 .0" .,

Total Sales 3 .9117 3 .637 4.671 4 .541 16 .756 6 .6111

9.21111 11 .31111

13 .911(1

41 .111 0

Transactions 0 .00)3 u1 .1'ulr~

ser% ices ;, n/ .1ult'~

Reason Why

2111111E 6/30 9/30

O

/

0"

0 .203 S6" ;

o .31' 0 .457 11 .981 0 .730 O x',,.

R1.111 „

5 .9"„ I LIi", .

1 .202 1.1157 1272 11 .964 4 .490 1 .524 i0. h

.,,

..

.9"„

/.2

..

.,s'°

1 .400 1 .9()(l l ;,

_

l

2 .7011

5 .62 4

+Estimate s

Fraudulen t -Report Title

CSFB Tech Dail y

Author (s)

Todd Rake r

Date of

July 17, 200 0

Statemen t Page Number Fraudulent Statement

2 Tumbleweed reports its second quarter on Thursday, July 20th after the market closes . Conference call at 5 :00 EST . Dial-i n # 719-457-2665 . Ou r estimates for the quarter are as follows - revenue of $9 .2 million and operating EPS of $(0 .3 1) .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 255 of 262)

Reason Why Fraudulent

+Estimates

Report Title Author(s)

The Leader in Enabling Secure On-Line Communications ; Reinstating Coverage. Upgrading to a Strong Buy . Todd Raker

Date of Statement

August 1, 2000

Page Number Fraudulen t Statement Reason Why Fraudulent

1 On July 27, Tumbleweed reported an excellent second quarter . We are raising our estimates as follows : Revenue - 2000 goin g from $41 .0 million to $44 .0 million, 2001 going from $84 .1 million to $90.9 million . +Revision s

Report Title Author(s)

The Leader in Enabling Secure On-Line Communications ; Reinstating Coverage . Upgrading to a Strong Buy .

Date of Statement

August 1, 200 0

Pag e Number

4

Fraudulent Statement Reason Wh y Fraudulent

We expect Tumbleweed to show strong revenue growth in the future . We are projecting sales to increase 163% in 2000 to $44 .0 million and 107 % in 2001 to $90 .9 million .

Todd Rake r

+Estimate s

Report Title

The Leader in Enabling Secure On-Line Communications ; Reinstating Coverage . Upgrading to a Strong Buy .

Author(s)

Todd Raker

Date of Statement Page Number Fraudulen t Statement

August 1, 2000

14 Revenues for the second quarter of 2000 grew 228%, to $10 .1 million from $2 .4 million in the second quarter of 1999, increasing 53% from th e previous quarter's revenues of $6 .6 million . Revenue was an astounding 10% ahead of consensus expectations .

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 256 of 262)

Reason Why

+Surprise s

Fraudulen t Report Title Author (s) Date of

The Leader in Enabling Secure On-Line Communications ; Reinstating Coverage . Upgrading to a S tr ong Buy. Todd Raker August 1, 2000

Statemen t Page Numbe r Fraudulen t

15

Statement

Table 4 Second Qua rter Results Actual Results

Expected Results

Deviation `$'

Deviatio n `D/o

Q2'00 6/30/00

02'00 6P30/00

Actual

minus

Actua l

minus

expected

expecte d

$ 1 .024

License Revenue $ 6 .824

S 5.800

Service Revenue 1 .748 Transaction Revenue 1 .518

2 .000 1 .400

(0 .252) 0 .118

Total Revenue 10 .090

9.200

0.890

18 % -13 % 8%

10 %

Reason Why Fraudulen t

+Surprises

Report Title

The Leader in Enabling Secure On-Line Communications ; Reinstating Coverage . Upgrading to a S trong Buy .

Author (s)

Todd Raker

Date of Statement Page Number

August 1, 200 0

25

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 257 of 262)

Fraudulent

Table 1 0

Statement

Annual Income Statement (Pro Forma for WorldTalk acquisition 1/31/00 ), 1998-2005E $ in millions, except per-share dat a IFi,c :rl1' .' :IrEnd .Dcc . 1 1998 1999 :

2000 1.

2001 E

2002 1

200 3 E.

2004E

2005 E

Rt't'enu, , t.

Kill

„IS4, .

I r,ln .a . uun .

~i>

,

6

II

5

1(1 .51) . I I 255

1

1)'',.. h'_ ,,

nnl)

(1 .') 5l

j _''1\II

n ' .h°„

S is ,II114 ti `)\,1)111) S

03 .-1 .,

4(1

5 .44(4) S 144 .01)0

-. .

.,

C 1\j . 111 0

43 . 0

J 4 1 °„

- .114S

I N,KIm -Ir. -4nn v" .nou

5 .972

1 4 .1100 17 60 0 0l

I . I .40(1

' I ; 10 0

25 5))))

.. '_ .111 0

of S .'f' , Scr\

/iii

4 .74 .491)

,,l .,wk, Total

;l .1)° ., sales

'n . .1• .,,,

15 .243 16 . 756

„

20 . 11111

214 .4^„

1? .Y

/ 1) .4`• 1

-

44 . 000

90 . 900 162 . 000 253 .0011

Reason Why Fraudulent

+ Estimates

Report Title

The Leader in Enabling Secure On-Line Communications ; Reinstating Coverage. Upgrading to a Strong Buy .

Author(s)

Todd Rake r

Date of

August 1, 200 0

Statement Page Numbe r Fraudulent

Statement

4 ., l,

-.

7. 5

3411 .900

430 .40 0

27 Table 1 2

Projected Quarterly Income Statement (Pro Forma for WorldTalk acquisition 1/31/00 ), 1999-200 0 $ in millions , except per-share data 201NI1 IFlacul Year End' Dcc .)

113 1

613 0

91311

12 111 1

Full Year 2N111:

211111 I': 3 131E 6130 . 9,30E

Pull l ea r

20011 :

12131 F.

/111 ('flu,' '

I .ICCIUC~

ti

.), if, ti I .

524

- . 1111

ti '1 .,11O

S " .`)\II ) 11 .411)) S 1 "(ill 1 I ' .`UI)

h ? .1 ,•

-. 1 l,I1'Uifl, ..11"

1 ;rlr, SCrcicc. ."l N 11r,

14J 1al Sales

Reason Why

I

f

11 .' .1)

1

I .'IX 11111

fr' :, r' rr'.,

`'_4 ) i

1" ..

1 .'41 _ -U1) l'„

_ 1 1 . 1. .

_2,1' .,

6 .61)) 111 .11911 12 .11))

2 .7)1)1

1,1 fr• ., : .IxHI 0

15.19)1)

71145

3 .4411 4 .10N0 1,111)11

/ 1 .~' .',, 'u rr' . .

.5 (73 7 .4(5'

. .3111) ,5)5 )

iI. .

1, :.•

.`1

..

44 ,111111 1N . 110u1 211 .7111) 24 .31111

+Estimate s

Fraudulent Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 258 of 262)

s

is, 1111 1 ri ; .

:6 t," . . 'u rrv, .

_111 .4' . .

\ 1' .`11111

I.4 1'',. 6' 100

`I" . 7 .411)1

01081 1

(1" .: 141))0 1

:4)"•

i?y

27 .911 0

411,4111 1

.,

-Report Title Author(s)

Closes Interface Acquisition. Revises Guidance for Acquisition . Todd Rake r

Date of Statement

September 7, 2000

Page Number

1

Fraudulent Statement

Our numbers change as follows : In 2000 we are raising our revenue expectation from $44 .0 to $45 .2 and in 2001 we go from $90 .9 t o $104 .4 .

Reason Why Fraudulent

+Revision s

Report Title

Closes Interface Acquisition. Revises Guidance for Acquisition .

Author(s)

Todd Rake r

Date of Statement Page Number Fraudulen t Statement Reason Why Fraudulent

September 7, 2000

Report Title

Closes Interface Acquisition . Revises Guidance for Acquisition .

Author(s)

Todd Raker

Date o f Statement Page Number

September 7, 2000

3 We believe that Tumbleweed business momentum remains excellent and we would expect the company to handily beat our revenue expectation s over the next few quarters . +Cautionary

7

Exhibit D : Misstatements and Omissions in CSFBC's Research Reports (Page 259 of 262)

Fraudulent

Table 3

Statement

Annual Income Statement , 1998-2005 E $ in millions, except per share data (Fiscal Year Ends Dcc .1 1998 1999A

2000E

Reos', rc e License, 5 10 .516 S 11 . 2_X5 s . ., „l .Subs 69 .1) ", . ?,' Transactions of

Sales

Sersices

28 .690 2 1" .,

0 .1100 1) .981

1) .11"1

7 .048

. .9°„

4 .727 4 .490

9 .4 12

Total Sales 15 .243 16 .756

-Report Title

Author (s) Date of

2002E

2003E

S 65 .2100 6' . ?

S 111 .501 5s . 1 " . ,

S 165 .010

20 .500

.5 5J)00

45 .150

5 5 . 3 ',,

2004E

2005 E

S 218 .000 S 3 ._ „

104 .000

161 .000

; 1.

19 .G",

of Solo's 3/ 07,,

Reason Why Fraudulen t

2001E

26K .00 0 5 1 .1' ,,

224 .00 0 4

'9 . .

15 .700 1' .9^„

25 .400

29 .,01) 9. .5".,

±0 .4111)

13 ._%,

104 . 4110

191 .900

298 .300

409 .400

7,,

32 .50( 1

7 .4° „

524 .50 0

+Estimate s

Closes Interface Acquisition . Revises Guidance for Acquisition . Todd Raker September 7, 200 0

Statemen t Page Numbe r Fraudulent

Statement

8 Table 4

Projected Qua rterly Income Statement , 1999-200 0 $ in millions, except per share data Full Year

1999A

(Fiscal Year Ends Dec .)

3131

Revenue. Licenses %ojSulec

2 .702 S 2 .382 5 69 .291 . 65.5',

12 / 31

1999A

3 .120 68 .70L

S 11 .285 67 .3%

Transactions 0 .003 0 .2 0 .318 %ofSules 0 .1% 1.6'.'% 6 .Y%

0 .457 10.1% "1

0 .981 5 .94

Services 1 .202 1 .052 1 .272 4 of Sales ?0 .5% 28.9% ?7.2%

0 .964 21 . % 4 .541

Total

Reason Why

6/30 9/30

Sales

5

3 .081 66 .ost;

3 .907 3 .637 4 . 671

5

2000E

3 /31A S 4 .356 5 65 .9%1'1

Full Yea r

6/30A 9 /30E 12131E

2000 E

6 .824 $ 67.6 .%

7 .700 $ 9 .810 61 .1% 61 .9"l

0 .730 /1 .011-.

1 .518 15.

2 .100 2 .700 16 .7"/, 17.0?%

7 .04 8 15 .6 "

4 .490 2 6 . 8 u,.

1 .524 73 .ln.

1 .748 17,39/

2 .800 3 .340 2 2 .2 'G 21 .11

9 .41 2 20 .8 %

16 . 756

6 .610

10 .090

12 .600

1 5 . 8 50

45 .150

+Estimate s

Fraudulent Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 260 of 262)

3 28 .690 63 .5 %

-

Report Title Author (s)

Closes Interface Acquisition . Revises Guidance for Acquisition .

Date of Statement

September 8, 2000

Page Number Fraudulen t Statement Reason Why Fraudulent

I Our numbers change as follows : In 2000 we are raising our revenue expectation from $44 .0 million to $45 .2 million, and in 2001 we go fro m $90 .9 million to $104 .4 million .

Report Title

Closes Interface Acquisition . Revises Guidance for Acquisition .

Author(s) Date o f Statement Page Number Fraudulen t Statement Reason Why Fraudulent

Todd Rake r

Report T itle

Closes Interface Acquisition . Revises Guidance for Acquisition .

Author (s)

Todd Rake r

Date o f Statement Page Number

September 8, 2000

Todd Raker

+Revision s

September 8, 2000

2 We believe that Tumbleweed business momentum remains excellent, and we would expect the company to handily beat our revenue expectation s over the next few quarters . +Cautionar y

4

Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 261 of 262)

Fraudulent

Table 3

Statement

Annual Income Statement , 1998A-2005E $ in millions , except per share dat a (Fiscal Year Inds Dec .) Rtwcww .N I_iccus's

1998A S

1 999A

2000E

IO .tilG S 11 2s .

lramaclions

ti

0 .000 0.961

i.

services

4 .400

25 .W)0

2001E

2002E

C 6 .20))

S I I I .iOO

7 .04

20 .500

/5 .6"„

19 .6"" ,

9 .412

18 .700

2003E

2004E

2005 E S 261 .00 0

S I6i .))OO 5 2I~ .i100

55 .000)

25 .400

104 .0101

161 .000

224 .000

3 .1 9",,

."Y_""'

-4 2 .' „

20 . ,00

30 .400

32 .50 0

7 .4" „ Total Sales 15.243

16 .756

45 . 150

Reason Why Fraudulen t

+ Estimate s

Report Title

Closes Interface Acquisition . Revises Guidance for Acquisition .

Author(s) Date of Statemen t

Todd Raker

Page Number

5

Fraudulent Statement

104 .400

191 .900

298 .300

409 .400

524 .500

September 8, 2000

Table 4 Projected Quarterly Income Statement , 1999A-2000 E $ in millions , except per share data 1 a9' A ; I I>cal ) Cal Flid, Del:

9/311

rr 1 I ~• ;, r, I' , I Iccu .c .

12131

: ONI to ;'• ., II .I111

10 .11 sales

S 1'u

1999A C 1 I ' .N ; C

3/11 A 4 ;>r, S

I''01 II I1\ h ..

II ._)i //I 1 . 11

II .'1\I

11 . iI)

11 1 11

_ 5'•,

1! I)" ..

I

1

'7 _1

11 .51 .4

4 )111)

4 . 541

16 .756

-II)'

II

3 ,99

Full \'cu r

6 1 11 9!111} r• x'4 ', '

7 4n

12!31 F

21111 0 1 :

S ') SIu

1 ,5 w) ( I (, .

f,

'

I

3"

Reason Why Fraudulent

2 1)ftlF:

Full Year

3/31 6/3 0

3 .617 4 .671

21

I ./11 / i

lilt) ..

-1111 .

.il .. .

1 524

174c 2 . .NI111

$4 5

6 .611)

1 0 .0411 1 2 .1,10)

150511

+ Estimates

AgEntof TMWD Exhibit D : Misstatements and Omissions in CSFBC' s Research Reports (Page 262 of 262)

' . I)4 .\

(111 .:

35 .151 1

EXHIBIT E : Mi ss tatem ents and Omi ssion s in CSFB's Sales Memos

Issu r +Tam Re ort Title

= a : _: µ AiN an Iet _vrks1nc . ALR "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book "

Author (s)

Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, Michael Ounjian, Jeff Loff) ; Equity Researc h

Date of Statemen t Page Numbe r

(Marc Cabi, Randy Abrams) June 2000 1

Fraudulent Statement

($CCOs)

Year Ended QuarLar Ended Deoerrber 31 . 1999 Ended April 2 2000

C alondar Yea 2000E

Revenue $12480 $5 .661 $30.161 Cost of Pavenue 8L 086 3. 530 19.121 Gross Profit $47394 $2 .131 $11,040 Gross margrt 352'% 37.6% 36. 6'%0 Inc. (loss) Operations ($29,496) ($7,686) ($29,983) Net I noorne (loss) ($29,449) ($7 ,064) ($29.114)

2001 E-/~ $58 .000 35,026 22,974 39.6% ($23,325) ($22,943)

Prebairmy Credit Susie Fist Boston Egiity Research . Marc Cat i .

Reason Why Fraudulen t

+Estimate s

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, Michael Ounjian, Jeff Loff) ; Equity Researc h (Marc Cabi, Randy Abrams ) June 2000

Date of

Statemen t Page Numbe r Fraudulent Statemen t Reason Why Fraudulen t Re ort Title

1 Key Sales Points . . . Strong Revenue Growth and Backlo g +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 1 of 96)

Author(s) Date of Statemen t Page Numbe r Fraudulent Statement Reason Why Fraudulen t Report Title Author(s) Date of Statement Page Numbe r Fraudulent

Credit Suisse First Boston; Investment Banking (John Hodge, John Metz, Michael Ounjian, Jeff Loff) ; Equity Researc h (Marc Cabi, Randy Abrams ) June 2000 5 Key Points to Marketing Airspan . . .Strong Revenue Growth and Backlo g +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, Michael Ounjian, Jeff Loff) ; Equity Researc h (Marc Cabi, Randy Abrams ) June 2000 17 Strong Revenue Growth and Backlog

Statement Reason Why Fraudulen t

+Growt h

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, Michael Ounjian, Jeff Loff) ; Equity Research (Marc Cabi, Randy Abrams ) June 200 0

Date of Statemen t Page Number

20

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 2 of 96)

➢ As a supplier of fixed wireless access systems, Airspan compares most closely with fixed wireless system s providers

Fraudulent Statement

➢

At 4 .4x CY01 revenues 1 , Airspan is attractively valued and represents a significant discount to the trading multiple s

of is comparable companies : ➢

74.6% discount to mean Fixed Wireless Systems Providers CY01 revenue multiples . 2

Reason Why Fraudulen t

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, Michael Ounjian, Jeff Loff) ; Equity Researc h (Marc Cabi, Randy Abrams ) June 200 0

Date of Statement Page Number Fraudulent Statement

20 Aggregate Aggr . Va r lue 1

VALUATION DATA

. ($ in MM) Market Value 2000 Rev

Alrspan ( at $10 . 00)

$

251

8 .3x

Netro (at $49 .13) $ 2,086 30 .8 15 . 8 Vyyo (at $30.63 ) $ 1,005 75 .0 18 . 8 Fixed Wireless Systems Providers ( Mean ) 52 .9 17 . 3 Other Fixed Wireless Equipment Providers (Median ) 11 .9 6.0 Other Broadband Access Suppliers (Median) 12 .9 8. 5 Recent Communications IPOs (Median) 99 .1 52. 9

Reason Why Fraudulen t

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, Michael Ounjian, Jeff Loff) ; Equity Researc h (Marc Cabi, Randy Abrams ) June 200 0

Date of Statemen t Page Number

21

Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 3 of 96)

Statteeme F a nnt Stme t

C

ompan Analysi s

able V

Y (FYE)

C

An

Trading Performance Capitalization Stock Disc . I Prem . Equity Aggr. Price to LTM Market Market 6/28100 High Low Value Value

P

$10100 NA `

NETRO (4Z 0

$251

Aggr. Value I

CYOO CY0 1 Revs Rev s

6 3x

43x

$49-13 -51 . 5% 156 . 9% $2,465 $2,086 30 -8x 15 .8x

VYYOINC (Zy Mean

NA $3 33

Revenue Multiples 0 I

30 .63 -8 .4% 126 .9% 1,091 1,005 75-0 18-8 -29 .9% 141 .9%

52 .9x 17 .3x

Reason Why Fraudulen t

IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offe ring" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, Michael Ounjian, Jeff Loff) ; Equity Researc h (Marc Cabi, Randy Abrams ) June 200 0

Date of Statemen t Page Numbe r Fraudul Statementt

24

AiResearch Mode l „ . Ccnsoli tedhicome St~t*,snt 9,99a2001E Fiscal Year E tuber 2000E (Amounts in $000 rE JunE SepE DecE NetSales 6,500 8 ,000 10,000

Reason Why Fraudulent

_ 2001E MarE JunE SepE DecE 11,000 13 ,000 15, 000 19 ,000

+Estimates

End of AIRN

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 4 of 96)

Calendar Year Totals 1999E 2000E 2001 E 12,480 30,161 58,00 0

Issuer-Name Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book " Credit Suisse First Boston ; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Matthew Alfano) ; Equit y Research (Michael Kwatinetz, Hans Roderi ch )

Date of

September 199 9

Statement Page Numbe r Fraudulent Statement

1 Fiscal Year Ended December 31, 1997 1998 1999E 2000E Total revenue $ 14,405 $24 ,612 $38 ,796 Total cost of revenue 5,644 11,301 19,025 Gross profit 8,761 13,311 19,771 Gross margin 60 .8% 54 .1% 51 .0%

Inc. from operations 4,564 3,170 1,109 Net income $ 3,806 $ 2,300 $ 968 Pro forma EPS $0 .17 $0.08 $0.03

$50 , 629 24,265 26,364 52.1% 1,407 $ 1 ,820 $0 .05

2001E $66,723 30,830 35,893 53.8% 5,835 $ 4, 459 $0.12

Six Months Ended 3 , 1998 199 9 $10 ,802 5,028 5,774

$18,543 8,899 9,644

53.5%

52.0 %

1,704 $ 1 ,217 $0.04

1,448 $ 866 $0.03

Preliminary Credit Suisse First Boston Equity research . Mike Kwatinetz

Reason Why Fraudulent

+Estimate s

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Matthew Alfano) ; Equit y Research (Michael Kwatinetz, Hans Roderich) September 199 9

Date of Statement Page Number

1

Exhibit E : Misstatements and Omissions in CSFB ' s Sales Memos (Page 5 of 96)

Fraudulent

VALUATION DATA

Statement

BSQR Valuation Multiples

(S in MM, except per share data) Market Aggregate Value I Aggregate Value / Capitalization 1999 Rev . 2000 Rev. BSQR (at $12.00) $ 418 .7 9 .0x 6 .9x

BSQR (at $14 .00)

488 .8

10 .6

Web Platform s Mean 61 .9 Median 38.1 Reason Why Fraudulen t

Report Title Author(s) Date of Statement Page Numbe r Fraudulent Statemen t Reason Why Fraudulen t

Report Title Author(s) Date of Statemen t Page Number

8.1 36 . 1 23 .8

r : Credit Suisse First Boston Equity Research . As of 9/29/99 +IPO Discoun t "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Matthew Alfano) ; Equit y Research (Michael Kwatinetz, Hans Roderich ) September 1999 1 Key Sales Points . . . Significant Revenue Growth and Operating Leverag e +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Matthew Alfano) ; Equit y Research (Michael Kwatinetz, Hans Roderich ) September 1999 5

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 6 of 96)

Fraudulent Statement Reason Why Fraudulent Report Title Author(s) Date of

Key Points to Marketing BSQUARE . . .Significant Revenue Growth and Operating Leverag e +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book "

Credit Suisse First Boston ; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Matthew Alfano) ; Equit y Research (Michael Kwatinetz, Hans Rode ri ch) September 199 9

Statement Page Numbe r Fraudulent Statement Reason Why Fraudulent Report Title Author(s) Date of Statement Page Numbe r Fraudulent Statemen t Reason Why Fraudulent Report Title Author(s) Date of

15 Significant Revenue Growth and Operating Leverage +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Matthew Alfano) ; Equit y Research (Michael Kwatinetz, Hans Rode ri ch) September 199 9 16 Significant Revenue Growth and Operating Leverage +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Matthew Alfano) ; Equity Research (Michael Kwatinetz, Hans Rode ri ch) September 199 9

Statement

Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 7 of 96)

Page Number Fraudulent

18

Statement Reason Why

• Compared to Liberate and Phone .com, BSQUARE's valuation is even more conservative +IPO Discoun t

• BSQUARE's filing range is very conservative relative to the Web Platform companie s

Fraudulen t Report Title Author(s) Date of Statemen t Page Number

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Matthew Alfano) ; Equit y Research (Michael Kwatinetz, Hans Roderich ) September 199 9 18

Fraudulent

Tra din

Statement

Multiples

Agar . Value CY99E CYOO E Revs Revs " '

COMPANY (FYE) Web Platform s Median

38 .1 x 23 .8 x

Mean 61 .9 36 . 1 at $13 .00 per share Premium 1 Discount to Web Platform s - 74 .4% -68.6% Median Mean -84 .2% -79 .3 %

Reason Why Fraudulen t

+IPO Discoun t

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Matthew Alfano) ; Equity Research (Michael Kwatinetz, Hans Rode rich) September 1999 9

Author(s) Date of

Statement Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 8 of 96)

Page Numbe r

19

Fraudulent

Com

Statement

Company Analysi s

($MM) f^~

Performance O Stock Disc . / Prem .

~~`\\\ vvV

// Price LAW909

COMPANY (FYE)

to LTM High Low

BSQUARE 14 .

Trading Multiple s

Capitalization Equity

Aggr.

Market Value

Market Value

Aggr. Value I

$418 .7 453 .8 488 . 8

$347. 4 378.8 410.1

9 .0 x 9 .8 10 .6

6 .9 x 7.5 8. 1

d°•S.'' ` .2

$440.599.2

20-7 x

01 577

11' .330 .7

21!0

1 6 K 16 . 1

7 .475.8

?. . :

-17 . P

641 .8

182 .8

Sc „

707

48 . 7

3:51 x

23 .8 x

61 .9

36 . 1

CY99E Revs "'

CYOO E Revs

Web Platforms MICROSOFT CORP '3 20 5s?.9 .50 -11 .2%; 0 AF:IERIC .a ONLINE INC 6 30 1092E 3T .' .5 429 EXCITEi• iHOME (12:'3

1

i

4 3.4-4

-56 .1'x, 151 .6" .

14 .352 . 4

GEMSTAR INTERNATIONAL i -31 t 7731 -4 .71 PHONE CON INC i6 :3?i

152 .17 17 .9 371 .7':$

LIBERATE TECHNOLOGIES f5 :31 i 41 .8?. Median Mean

I $13. 00 per share Premium / Discount to Web Platform s Median Mean

1 .720,

-14 .5° 246 .51, -22 .4% 258 .430

L~ -74 .4°% -84 .2%

-68 .6 % .79.3°1,

Reason Why Fraudulen t

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Matthew Alfano) ; Equit y Research (Michael Kwatinetz, Hans Rode ri ch) September 199 9

Date of Statement Page Number

22

Exhibit E : Misstatements and Omissions in CSFB ' s Sales Memos (Page 9 of 96)

Fraudulent

rch Mode l

CSFB

Statement

BSQUAR E Pro Forma Income Statement

($ in thousands , except per share data ) FY1999A Total Revenues

FY1999E

FY2000E

FY

Mar 31 Jun 30 S 30

Dec 31 Mar 31 Jun 30 Sa 30E Dec 31E Mar 31E Jun 30E Se 30E Dec 31E

5 4 6 579

7,231 8,809 9,734 9,832 10,421 11,151 12,043 13,127 14,308

Endi

Dec. 31 ,

1998A 1999E 2000E 2001 E

24 ,612

38,796

50,629

Reason Why Fraudulen t

+Estimate s

Report Title Author (s)

"Sales Point Broadcast - Initial Public Offering " (and/or) "Equity Sales Book " Credit Suisse First Boston ; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Matthew Alfano) ; Equit y Research (Michael Kwatinetz, Hans Rode rich ) September 199 9

Date of Statement Page Numbe r Fraudulent Statement Reason Why Fraudulent

29 Strong Revenue Growth +Growth

End of

-R

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 10 of 96)

66,723

Issuer Name " Report Title Author(s)

Cache

Inc. - .CF

"Sales Point Broadcast - Initial Public Offering" (and/or) "Eq uity Sales Book " Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Adam Beard, Ajay Shah, Edward Loh) ; Equit y Research (Paul Weinstein, Ch ri stian Jende )

Date of Statemen t Page Number Fraudulen t

November 199 9 1

Statement Tahl Rev rus Cod of rr,er,ur

FY 1 JuI-W Oct18 .M49 Apr40 SM9 51,082 52,201 52,944 590

852 670

1 .157

CY03S PmAt 211 430 1,311 1,767 C erisnp o6t Loss) 112 ,373} ($3, 519} [52, 70.''} ($4, 411) Pretax Prof ,(lass) (2 ,302) (3.486) (2 .817} $4,597) Net ftcorne ;(Lo i ('52 ,3 ) 03, 1$2,817) 4 1,557) Emrxgs Per Brvrc I' I ExA~orc '

(3013) (30. 19) 153.13) IS0 .16t

F' 2000 I FY Er,ded April Ju1 4P9 Oc14I8E J4n00€ Apr-00E 1986 2008E 2001E $3612 $4586 $6195 0 8,054 $7036 522.450 367 .875 1 380 17% 2 .232 2 .750 M W91 4 $ 7 .8121 180651 17. 8881 418p 6 i 4$7,8891 150.181 (00 -16$

2418 3 .141 3297

8 .696 25,152

37,19 4 .183 3739 13 .754 42,726 (5704191 (08.477) 1$13,005) 133373?) 1520875 ) (9786) 155161 (13,202) (32. 236) (17. -VA ( 06. 7861 (58 ,516) 1313202 ) ( 532.236) (517,3% $00 29 1 I SO24 )

($0.611 i df0 .

fe' d 025:d, arKxmmm crrgcc

Reason Why Fraudulen t

+Estimate s

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Eq uity Sales Book " Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Adam Beard, Ajay Shah, Edward Loh) ; Equit y Research (Paul Weinstein, Christian Jende ) November 199 9

Date of

Statemen t Page Number

1

Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 11 of 96)

Fraudulent

VALUATION DATA

Statement

( $ in MM , except per share data )

CFLO Valuation Multipl e Equity Aggregate Value 1

Capitaliza ti on Aggregate Value 2000 Rev . CFLO ( at $12 .00)

$ 355 .8 $279.4

High Growth

C

5 .9x

Os

Median

19 . 3

Ca g ices i

10

.8

ing - Proxy Servers Median

17 . 7

rce: Credit Suisse First Boston E q u i t y Research, as of 10127!99_ Price as of November 2 . 1999 _

Reason Why Fraudulen t

+IPO Discoun t

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferns, Adam Beard, Ajay Shah, Edward Loh) ; Equit y Research (Paul Weinstein, Chri stian Jende ) November 199 9

Author(s) Date of

Statemen t Page Number Fraudulent

1 Key Sales Points . . . Robust Revenue Growth, Balanced Mix & Leveraged Financial Mode l

Statemen t Reason Why Fraudulen t

+Growt h

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Adam Beard, Ajay Shah, Edward Loh) ; Equit y Research (Paul Weinstein, Chri stian Jende ) November 199 9

Author(s) Date of Statemen t Page Number

5

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 12 of 96)

Fraudulent

Key Points to Marketing CacheFlow . . . Robust Revenue Growth, Balanced Mix & Leveraged Financial Mode l

Statement Reason Why Fraudulen t

+Growt h

Report Title Author(s) Date of Statemen t Page Numbe r Fraudulent Statement Reason Why Fraudulen t Report Title Author(s) Date of

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Adam Beard, Ajay Shah, Edward Loh) ; Equit y Research (Paul Weinstein, Chri stian Jende ) November 1999 13 Robust Revenue Growth, Balanced Mix & Leveraged Financial Mode l +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Adam Beard, Ajay Shah, Edward Loh) ; Equit y Research (Paul Weinstein, Chri stian Jende ) November 1999

Statement Page Number Fraudulent Statement

Reason Why Fraudulen t

15 • Like many high growth communications equipment and technology IPOs, CacheFlow's value is based on forwar d revenue multiple s • With a filing range of $11 .00-13 .00 per share, CacheFlow's CYOOE aggregate market value/revenue multiple range s from 5 .4x to 6 .5 x +Basi s

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book"

Author (s)

Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Adam Beard, Ajay Shah, Edward Loh) ; Equit y

Research (Paul Weinstein, Ch ri stian Jende)

Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 13 of 96)

Date of Statement Page Number

November 1999

Fraudulent

• CacheFlow is very attractively price d

Statement

• High-growth communications companies currently trade at an average of 19 .3x CYOOE revenue s +IPO Discoun t

Reason Why Fraudulen t Report Title Author(s)

15

"Sales Point Broadcast - Initial Public Offerin " (and/or) "Equity Sales Book " Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferns, Adam Beard, Ajay Shah, Edward Loh) ; Equit y Research (Paul Weinstein, Chri stian Jende )

Date of Statement Page Number

November 199 9 17

Exhibit E: Misstatements and Omissions in CSFB' s Sales Memos (Page 14 of 96)

Fraudulent

Statement

Valuation - Comparable Com pany Analysis ($MM . except per share data )

Performance

Stock Price FYE 11J02129 CACHEFLOW

c

Disc . $ Prom. to LTM High Low

$329. 1 366.6 366.4

$11 .00 12.00 113.00

Caching - Ano$l nces CISCO SYSTEMS (7131) 573.50 IBM (12131) 94.81 NETWORK APPLIANCE (4130) 79.75 INK'OMI(9'30) 96.94 Median Mean Cachtno - Pro xy Ser vers MICROSOFT (8,30) S ..W AMERICA ONLINE (630) (2) 132 . NOVELL INC (10131) 19.06 Median Mean

Equity Market Value

-1 .3% 1354% -31 .9% 30 .1% -1 .5% 195 .4 -39.1% J~ft - 16 .7 9

5242 .3 5,002.4

1zaston Aggr. Market Value $266.1 279 . 19 .0

,363 .1 193 .648 .3 5 .617 .0 4,710.7

I W3%

-8-1% 767% -24 .3% 3142% -36 .9% 36 .8% -243% 76 .7% -23 .8% 142 .6%

$475, 910 .5 147, 236.1 6 ,349 .1

Aggregalue Valu CY99E Z00V Revs so

$457 ,968.5 145 ,816 .1 5 .367 .0

6A 6 .9 6 .6

16 .9 x 2 .2 13 .7 53 .3 15 .3 x

12 .6 2 .0 8 .9 29 .5 10 .8

21 .5

13 .2

21 .2 x 26 .1

17. 7 20 .0

4 .1 21 .2 x 17 .1

34 17 .7 13. 7

(1) All estimates I nslyst consensus . (2) Amer" o, business as result of Netscape acquis4ion.

P

$t "SIM re 'IcountCaching -Appliances an n

~ Pnmittn per sha m \v mlurn 1 Discou " nt to Caching - Proxy Servers rl Median Mean 0

141% -18.9%

-44.7% 46 .1 %

- 17 .6% 1 .9%

-6 6.6% -66 .8 %

Reason Why Fraudulent

+IPO Discount

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Adam B eard, Ajay Shah, Edward Loh) ; Equit y Research (Paul Weinstein, Chri stian Jende ) November 199 9

Date of

Statement Page Number

20

Exhibit E : Misstatements and Omissions in CSFB ' s Sales Memos (Page 15 of 96)

Fraudulent Statement

CacheFlow Research Model - Annua l ($ in thousands)

FY Ended Aprit 30, CY Ended December 31 , 1999 2000E 2001E 1999E 2000 E Total Revenues $7 .036 $22,450 $67,878 $16 ,009 $48,969

Reason Why Fraudulent

+Estimate s

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offeri n " (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Adam Beard, Ajay Shah, Edward Loh) ; Equit y Research (Paul Weinstein, Ch ristian Jende ) November 1999

Date of

Statement Page Number Fraudulent

Statement

21

CacheFlow Research Model - Quarterly ($ in thousands) Total Revenues

Reason Why Fraudulent

FY 11M FY 2OOD Fraoo , Jul-96 Oct-" Jan-90 Apr-99 Ju149 Oct -OBE Jan-ODE r-0OE Jul -OE Oat -0OE J \%k-M E $809 $1 ;062 $2 .201 $2 .944 $3,612 $4,589 $8,195 $8 ,054 $10,389 $14,026 51 $24,81 0

+Estimate s

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 16 of 96)

ssu JVan > t

=

Commerce a Vic . MRC

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book"

Author(s)

Credit Suisse First Boston ; Investment Banking (Bill Brady, Ted Smith, John Hinrichs, James Randall) ; Equity Researc h (Bill Bu rn ham, Jamie Earl )

Date of

June 199 9

Statement Page Numbe r

1

Fraudulent

Year Ended December 31 . 1998 1999E 2000E Total net re venue 2 .563 12,782 35.522 Total cost of net revs 4 .369 11,069 15.700 Gross profit (1,806) 1 .713 19 .822 Gross margin (70.3% 13.4% 55.8% (23,306) (43 .157) (37,628) Loss from operations Net loss ( 23,096 ) (41 .765) (36,743) Net loss per share 5( 2 .55) 5(2 .17) 5(1 .35) -

Statement

Fwa"nwy

r t ana Fir-A

Eqwty esamch

m

Reason Why Fraudulen t

+Estimate s

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Ted Smith, John Hinrichs, James Randall) ; Equity Researc h (Bill Bu rnham, Jamie Earl ) June 199 9

Date of Statement Page Numbe r Fraudulent Statement Reason Why Fraudulen t Report Title Author(s)

1 Key Sales Points . . . Multiple, recurring revenue streams . +Growth "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Ted Smith, John Hinrichs, James Randall) ; Equity Researc h (Bill Burnham, Jamie Earl ) Exhibit E: Misstatements and Omissions in CSFB' s Sales Memos (Page 17 of 96)

Date of Statement Page Number

June 199 9 1

Fraudulent

VALUATION DATA

Statement

(S in MM , except per share data)

CMRC ( at $14 .00) E-Commerce Enablers: Inktomi ($ 94 .00 ) DoubleClick ($95 .31) VeriSign ($58 .50 ) Vignette ($56 .38) Broadvision ($55 .13) Ve rt icalNet ($78 .25)

CMRC Valuation Multiples Market Aggregate Value ? Capitalization 1999 Rev . $ 355 . 1 22 .3x 4 .592 .1 3 .772 .5 2 .932 .1 1 .544 .2 1,394 .1 1,315 .7

59 .3 26 .2 37 .1 34 .0 16 .3 89 .9

Aggregate Valu e 2000 Rev . 8 .0 x 32 . 2 13 . 2 24 . 2 17 . 5 10 . 9 35 . 7

Source . Credit Suisse First Boston Equity Research . As of 614199

Reason Why Fraudulent

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Ted Smith, John Hinrichs, James Randall) ; Equity Researc h (Bill Burnham, Jamie Earl ) June 1999

Date of

Statemen t Page Number Fraudulent Statement Reason Why Fraudulent

5 Key Points to Marketing Commerce One . . . Multiple Recurring Revenue Stream s +Growt h

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 18 of 96)

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book"

Author (s)

Credit Suisse First Boston ; Investment Banking (Bill Brady, Ted Smith, John Hinrichs, James Randall) ; Equity Researc h

Date of Statemen t Page Numbe r Fraudulent Statement Reason Why Fraudulen t Report Title Author(s) Date of

(Bill Burnham, Jamie Earl ) June 199 9 13 Commerce One has Multiple, Recurring Revenue Stream s +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Ted Smith, John Hinrichs, James Randall) ; Equity Researc h (Bill Burn ham, Jamie Earl ) June 199 9

Statemen t Page Numbe r Fraudulent Statement Reason Why Fraudulen t Report Title Author(s) Date of

13 Commerce One enjoys multiple revenue streams from all of the entities that use the CMRC solutions : +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book " Credit Suisse First Boston ; Investment Banking (Bill Brady, Ted Smith, John Hinrichs, James Randall) ; Equity Research (Bill Burnham, Jamie Earl ) June 199 9

Statement Page Numbe r Fraudulent

15 CMRC is attractively valued at a substantial discount to its comparables on a revenue multiple basis :

Statement CMRC : 22.2x CY99E Agg. value/revenues and 8 .Ox CYOOE Agg. value/revenues Exhibit E : Misstatements and Omissions in CSFB' s Sales Memos (Page 19 of 96)

Reason Why Fraudulent

+IPO Discoun t

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book"

Author(s)

Credit Suisse First Boston ; Investment Banking (Bill Brady, Ted Smith, John Hinrichs, James Randall) ; Equity Researc h

Date of

(Bill Bu rnham, Jamie Earl ) June 199 9

Statement Page Number Fraudulent

Statement

16

CMRC Valuation - Comparable Company Analysis ($MM, except per share data)

Performance zaEon Stock Disc . I Pram . Equfy Aggr . Price Market Market to LTM 6104(99 Low Value Vakx High

COMPANY (FYE)

COMMERCE $13,00 $329 .3 $262 .2 COMMERCE ONE 12188 $11 ,00 M ONE $355 .1 $294 .6 COMMERCE ONE 12198 )" $15 .00 $381 .0 $306 .8 E-Cammarca EnabNra INKTOMI CORP (9130) DOUBLECLICK INC (1231) VERISIGN INC (12!31) VIGNETTE CORP (12131 )

$94 .00 -40 .9% 511 . 4% 54 .592 . 1 $4,486 .5 95 .31 -45 .6% 1312 .0% 3 .772 .5 3,651 .3 58 .50 -37 .8% 503 . 9% 2.932 .1 2,775 .6

5-Yr. EPS FO Aggr . Value I Gr . Rata LTM CY99E CYOOE LTOR Ravi Revs (1) Ray, n r 40 .0% 56.2 x 40 .0% 01 .0 40 .0% 65.8

20 .5 x 7 .4 x 22.3 8 .0 240 8 .6

75 .0% x 112. 5 x 60 .0% 40.9 147 .3% 58.0

59 .3 x 32 .2 x 262 132 37.1 24 . 2

56 .38

-49 .6% 51 .3% 1 .544 .2 1,464 .7

76.3% 63.4

34.0 17 .5

BROADVISION (12131 ) 55 .13 VERTICALNET INC (12!31 ) 78 .25

-23 .8% 495 .9% 1 .394 .1 1,307 .6 -47 .5% 125 .2% 1 .315 .7 1,260 .2

57 .3% 22. 1 NA 268 .6

16.3 10. 9 89 .9 35 .7

Median

-43 .4% 361 .2%

89.0% 49.5 x

30.1 x 15.4 x

Mean

-434%

75 .0%

354 18 5

408 . 3%

74 5

(1) All estimates from I 11131E'S analyst consensus . (2) Members based on 3.3 MM prima ry share offering.

Reason Why Fraudulent

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston; Investment Banking (Bill Brady, Ted Smith, John Hinrichs, James Randall) ; Equity Researc h (Bill Bu rn ham, Jamie Earl ) June 199 9

Date of

Statement Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 20 of 96)

Page Number Fraudulent Statement

24

CMRC Research Mode l 1996 by Quarte r M .r.68 Jun - 98 Sea-98 PsS:R$

Mar. 9 8

1999 6 Owrter Jun-99E SAL.:@YF

Dec-M0

Mar-DOE

$3 150 62 1 .050 198 4, 460

$4 .275 100 1 .350 291 8 ,016

2000 by Owner jun-00- Sffi40E

BeS~4F

IMA

Calendar Year 19986

200OE

Revenue License Fees $0 $305 Transaction Fees 7 1 Profnss,cnal Services 1C7 391 Mamleaance Revenue 6 6 Total Revenue 120 703

Reason Why Fraudulent

$500 $676 3 3 270 339 3 1 776 1,019

$1 506 3 642 11 2,164

$1,800 6 840 61 2 ,707

$2 .400 35 900 116 3 ,451

$5,225 173 1 650 410 7 ,468

+Estimate s

Erid ofCMRC

Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 21 of 96)

$6 .650 306 2 .100 558 9,614

$8 .550 436 2,700 748 12,434

$1 481 14 1 107 16 2,e19

$8 858 106 3 .432 386 12 ,762

524 .700 1,01 5 7 .800 2 .007 36,522

Natrle Report Title Author(s)

5 corilli i Co , i'>ation -LORI "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Cameron Lester, Richard Hart, Paul Lu, Travis Parsons) ; Equity Researc h (Jim Marks, Mark St . Ma ri e)

Date of

March 22, 200 0

Statement Page Numbe r Fraudulent Statement Reason Why Fraudulen t Report Title Author(s) Date of Statement Page Numbe r Fraudulent

Statement

1 At filing range of $10 to $12, Corillian would trade at a steep discount to Si, Digital Insight, and Online Resources on a market value/active user and market value/end user basis . +IPO Discoun t "Sales Point Broadcast -- Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Cameron Lester, Richard Hart, Paul Lu, Travis Parsons) ; Equity Researc h (Jim Marks, Mark St . Mari e) March 22, 200 0 1 FINANCIAL OVERVIEW (000s)

Net Revenues G ro ss P rofit

CY 1994 Ended December 31 . Mar-99 Jun-99 SOP-99 c 9A 2000E 2001 E 5 18 ,350 $37 .91 8 $ 1,405 $1 .337 $2,287 7 $ 7,736 643 105 2 1,085 5 .019 22,399

Operating Profit~(Loss) ($352) ($1,414) 41) (59 .426) (526 .282) (314,950 1 Net Incoma; (Loss) Eamings Per Share F D

($327) ($1 .33 , ( 557) WAS

( $4 , 809)

( $ 9,027 (525,110) ( $13 .174 )

O

( $1 .03) (50.54 ) 24 .438 24 .43 8

Reason Why Fraudulent

+Estimate s

Report Title

"Sales Point Broadcast - Initial Public Offe rin " (and/or) "Equity Sales Book " Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 22 of 96)

Author (s)

Date of Statemen t Page Numbe r Fraudulent

Credit Suisse First Boston ; Investment Banking (Cameron Lester, Richard Hart, Paul Lu, Travis Parsons) ; Equity Researc h

(Jim Marks, Mark St . Marie) March 22, 2000 1 VALUATION DATA

Statement

Performance Capitalization Stock Disc . I Prem . Equity Aggr. Price to LTM Market Market COMPANY (FY

-~" • r

0

3 121100 High Low Value Value $10 .00 11 .00 12 .00

$336 .32 $254 .86 368 .2 282.4 400 .0 310.0

Aggr. Value i CYOOE CY01 E 1 Revs " Revs " ' 13 .9 x 6 .7 x 15.4 7 . 4 16 .9 8 . 2

rood eFinance Softwar e lean

-28 .3% 264 .9%

23 .4 x 14 .3 x

-36 .3% 934 .7%

98 .7 x 60 .7 x

cations Mean

Reason Why Fraudulen t

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Cameron Lester, Richard Hart, Paul Lu, Travi s Parsons) ; Equity Researc h (Jim Marks, Mark St . Mari e) March 22, 2000

Date of Statemen t Page Number

17

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 23 of 96)

Fraudulent Statement

Competitive Environment : Comparable Companie s ($MM . except Per share data;

Performance Ca tafzatlon Stock Disc . I Prem . Equity Aggr . Ag . e / Price to LTM Market Market OE CY01 E

COMPANY (FYE) 3121(00 High Low Value Valu Rev s

C 0A I t t

k

$1!0 .'' 11 1 2 . 00

13 .0x 1 .7 x $338 .32 i 3.;g.2 2 _ .4 1 11.4 7 .4 400.x 310 .0 16 2 P . 2

Best of Breed eFinance Software p0 SECURITY FIRST (12131 8100 .83 2'_ .3" t•00 .`0 Q 7 $4 .7702 1A .0 x 11 . 5 DIGITAL INSIGHT CORP 12 .31 .~ 62 .56 -27 .3" . 228 3 .432.2 1 .425.8 29.7 17 . 1 Mean 2830, ~" 23.4 x 14 .3 x

Reason Why Fraudulen t

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Cameron Lester, Richard Hart, Paul Lu, Travis Parsons) ; Equity Researc h (Jim Marks, Mark St . Marie) March 22, 2000

Date of Statemen t Page Number Fraudulent Statement

18

Historical and Projected Income Statement ($ in OOOs )

1000E 2000E 3000E 4Q00E IQ01E 2001E 3Q01E

O O

400"99

2000E 2001 E

Revenues 2,925 4,255 5 , 280 5,890 7 , 030 8,740 10 ,48 12 7,736 18 , 350 37,91 8

Reason Why Fraudulen t

+Estimate s

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offe ring" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Cameron Lester, Richard Hart, Paul Lu, Travis Parsons) ; Equity Researc h (Jim Marks, Mark St . Marie) March 22, 200 0

Date of Statement

Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 24 of 96)

Page Numbe r Fraudulent Statement Reason Why Fraudulent

20

Re ort Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Cameron Lester, Richard Hart, Paul Lu, Travis Parsons) ; Equity Researc h (Jim Marks, Mark St . Marie) March 22, 2000

Date of Statemen t Page Numbe r Fraudulent

Corillian is attractively valued to its competitors at the proposed filing range based on 2001 revenue multiples . . . +Basi s

20 . . . and based on Corillian's impressive expected revenue growth . . .

Statement Reason Why Fraudulent

+Growth

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Cameron Lester, Richard Hart, Paul Lu, Travis Parsons) ; Equity Researc h (Jim Marks, Mark St . Marie) March 22, 2000

Date of Statement Page Number

20

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 25 of 96)

Fraudulent Statement

Performance Stock Disc. 1 Prem . Price to LTM COMPANY IFY E)

3121/00 High

CGP IL L • A

kl*

Lzation ity Aggr. ark et Market Value Value

Aggr . Value I CYOOE CY01 E Revs ( 1) Revs (' )

$10 .00

$336.32 $254.86

11 .00

368 .2 282 .4

15 .4 7 . 4

12 .00

400 .0

16 .9 8 . 2

310 .0

13 .9 x 6 .7 x

Best of Breed eFinance Software Mean

-28 3".

264 .9%•x•

23 4 x 14 3 x

Mean

-36.3"x;,

934 .7%

98 7 x 60 .7 x

Estimates from I B!E .; S ana , _nsus and rese arch reports

Reason Why Fraudulen t

+IPO Discount

Report Title Author(s)

"Sales Point Broadcast ---Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Cameron Lester, Richard Hart, Paul Lu, Travis Parsons) ; Equity Researc h (Jim Marks, Mark St . Marie) March 22, 200 0

Date of Statemen t Page Number Fraudulent

Statement

21

Comparable Company Analysi s !S1,11d. except per share data;

Performance Stock Disc . I Prem . Price to LTM COMPANY ( FYE) 3/21/00 High Low

Q

Capitalization Equity Market Value ~~(e

Aggr . Value 1 CYOOE CY01 E Revs Rev s

Best of Breed eFinance Software

SECURITY FIRST (12/31) $100 .63 300 5% DIGITAL INSIGHT CORP 112 .31) 62.56 -27 .3x• 229 .3% Mean -28 .3% 264 .9 `7 O

$4 .779 .2 .2 1 .426 .8

Reason Why Fraudulen t

+IPO Discoun t

Report Title

"Sales Point Broadcast - Initial Public Offe ri ng" (and/or) "Equity Sales Book"

18 .0 x 11 .5 x 28 .7 17 1 23 .4 x 14 .3 x

Exhibit E : Misstatements and Omissions in CSFB' s Sales Memos (Page 26 of 96)

Author(s)

Date of Statement Page Number Fraudulent Statement

Credit Suisse First Boston ; Investment Banking (Cameron Lester, Richard Hart, Paul Lu, Travis Parsons) ; Equity Researc h

(Jim Marks, Mark St . Marie) March 22, 200 0 24

CSFB Research Mode l ($MM, except per share data)

Net Revenues

Reason Why Fraudulent

0

CY 1999A CY 2000 CY 2001 C nded December 31 , 1999A 2000E 2001 E Mar-99 Jun - 99 Sep-99 Dec-99 Mar-O OE Jun-00E Se 00E Dec-O OE Mar-01E Jun-01E Sep-ME Dec. $ 1,405 $1 .337 $2, 287 $2,707 $2, 925 $4,255 $5,280 $5 ,890 $7 ,030 $8,740 $10 ,486 $7,736 $15,350 $37,91 8

+Estimate s

'End of CORI

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 27 of 96)

Fier N ice Report Title Author(s)

- -1~entilliun Communlcatio Inc. CTLM"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, Darrel Slack, Yukie Tokuda) ; Equity Research (Charli e Glavin, Jim Parmelee, Regina Crilly )

Date of

April 200 0

Statemen t Page Number Fraudulent

1 ($MU, except per share data)

Fiscal Year Ended Decern ber 31, " 1999A 2000E 2001 E Total reven ue $3 .7 $23 .7 $62 . 6 Total cost of revs 3 .0 14 .2 31 . 3 Gross profit 0 .7 9 .52 31 . 3 20 .1 % 40 .1 % 50 .0 % Gross margin Inc . (loss ) operations $(16 .7) $(31 .2) 5(26 .6 ) Net income (loss) (15 .65) (28 .3) (22 .5 ) Net income per share 5 (0 .72) $(0 .91) $(0 .64 )

Statement

Preliminary Credit Suisse Fi rs t Boston Equity Research . Charlie Glavin and Regina Crill y "Does not include deferred stock corn pensalio n

Reason Why Fraudulen t

+Estimate s

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, Darrel Slack, Yukie Tokuda) ; Equity Research (Charli e Glavin, Jim Parmelee, Regina Crilly ) April 200 0

Date of

Statemen t Page Number

1

Exhibit E: Misstatements and Omissions in CSFB' s Sales Memos (Page 28 of 96)

Fraudulent

VALUATION DATA

Statement

($ in MM, except per sha re data)

Capitalization

Cent ilIiurn (at 519 .001

Valuation Multiple s

Equity Aggregate Aggr . Value / Aggr . Value ! Market Value Market Value 2000 Rev . 2001 Rev . $666

Globespan

$551

23 .2x 8 .B x

6 .5118 6.542 55 .0 39 . 4

High Growth Comm ICs 53 .3 35. 5 Recent Semi and Comm IC IPOs 44 .6 30. 2

Reason Why Fraudulen t

+IPO Discoun t

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) it uit Sales Book " Credit Suisse First Boston ; Investment Banking (John Hodge, Darrel Slack, Yukie Tokuda) ; Equity Research (Charli e

Author(s)

Glavin, Jim Parmelee, Regina Crilly)

Date of Statemen t Page Numbe r Fraudulent Statemen t Reason Why Fraudulen t

Apri 1 2000

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book " Credit Suisse First Boston ; Investment Banking (John Hodge, Darrel Slack, Yukie Tokuda) ; Equity Research (Charli e Glavin, Jim Parmelee, Regina Crill ) April 2000

Author(s) Date of Statemen t Page Numbe r Fraudulent Statement

17 Our valuation analysis of Centillium is based primarily on CY2001 comparable company revenue multiples . +Basi s

17 At the midpoint of the filing range, Centillium's aggregate value is $551 million which represents a CY2000 revenu e multiple of 23 .2x and a 2001 revenue multiple of 8 .8x . This filing valuation is conservative when compared to the sam e multiple of comparable publicly tra ded com panies.

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 29 of 96)

Reason Why Fraudulent

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, Darrel Slack, Yukie Tokuda) ; Equity Research (Charli e Glavin, Jim Parmelee, Regina Crilly) Apri 12000

Date of Statemen t Page Numbe r Fraudulent Statement

17 Capitalization ? ,,,'Va lua ti on multiple s

VALUATION DATA

( 5 in MM, except per share data) Equity Aggregate Aggt. yakle Aggr . Valu e Market Value Market Value 2bQ4 Rev : 2001 Rev. Centilllum (at $19 .00)

$666

Globespan

$551

23 .2x 8 .8 x

6 .578 6.542 55 .0 39 .4

High Growth Comm ICs 53 .3 35:5 Recent Semi and Comm IC IPOs 44 .6 30 . 2

Reason Why Fraudulen t

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offe ri ng" (and/or) "Equity Sales Book" Credit Suisse First Boston; Investment Banking (John Hodge, Darrel Slack, Yukie Tokuda) ; Equity Research (Charli e Glavin, Jim Parmelee, Regina Crilly) April 2000

Date of

Statemen t Page Number

18

Exhibit E : Misstatements and Omissions in CSFB ' s Sales Memos (Page 30 of 96)

Fraudulent Statement

Centil1 um Valuation - Comparable Company Ana lysi s -

tWf. exce;x pershd& amamts) Parformr,c' Ca lralzaoon Stock Disc . , Prom . Equ it y Aggr. Price to LTM Market Mxkot

Traai n P1E

,puff s CYO1E Aggr . Valu o PE 1 CYO0E CY01 E

COMPANY FYE

42 900

Pranarv Camoar.+,le Canoan v GLOBESPAN ( 12/31)

195.00 -43.1% 980 .6`. $6.578 .0 $6.541 .8 NM x NM x

NM x 55 .0 x 39.4 x

9172. B, -34.9 385 .6"' . $36. 828 .1 $36.502 .8 NM x 164 .2 x

3.4 x 44 .6 x 30 .5 x 4.2 70 .6 46 .8 2.7 57 .0 42 5 3.0 53 .3 35 . 5 2. 8 31 .9 14 .6

Fhoh Growth Communications IC s BROADCOM (12131)

High

Low Value Value CYOOE CY01E

PMC-SIERRAINC(1226.i 141 .08 .349% 806.3% 30.725 .4 30.518 .8 NM 167 .0 OLOGIC CORP ( 128) 100:31 . .. .00.6% 494 .41 . 15,310 .3 15,184 .5 1142 872 APPLIED MICRO CIRCUITS ( 3:31) 128 .88 951 .4";, 16.003 .9 15.066.8 109 .2 130.8 VIRATA 3131 12525 43.696 X44 :8's 3.360 .9 3,284 .6 NM 167 .4

LTGR Revs "I Revs" '

Reason Why Fraudulent

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, Darrel Slack, Yukie Tokuda) ; Equity Research (Charli e Glavin, Jim Parmelee, Regina Crill ) April 2000

Date of Statemen t Page Numbe r Fraudulent Statem ent

21

Cen fill ium - CSFB Research Mode l (S Millions)

Q1 Mar-9 9

1999 2000 200 1 Q2 03 Q4 FYE QIA Q2E WE 04E FYE WE Q2E WE Jun-99 Sep -99 Dx•99 Q409 Mar-00 Jun-00 SOD-OD DOC-00 oe4 00 Mar-01 n1 S2p 4 1

04E Dec-01

EY E Dec-0 1

Net re venues $0.05 $0 .66 $0 .85 $2.19 $3 .74 $4 .72 $5.59 $631 $7 . 10 $23 .72 $8 .86 $1195 $17.81 $23 .97 $62 .60

Reason Why Fraudulen t

+Estj mate s

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston; Investment Banking (John Hodge, Darrel Slack, Yukie Tokuda) ; Equity Research (Charli e Glavin, Jim Parmelee, Regina C ri lly )

Date of Statement

Apri 1 2000 Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 31 of 96)

Page Numbe r Fraudulent Statement Reason Why Fraudulent

32

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, Darrel Slack, Yukie Tokuda) ; Equity Research (Charli e Glavin, Jim Parmelee, Regina C ri lly) April 200 0

Date of Statemen t Page Numbe r Fraudulent Statement Reason Why Fraudulent Report Title Author(s) Date of

Accelerating revenue growth and design win s +Growt h

55 Strong Revenue Growth +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, Darrel Slack, Yukie Tokuda) ; Equity Research (Charli e Glavin, Jim Parmelee, Regina Crilly ) Apri 1 200 0

Statemen t Page Numbe r Fraudulent

61 Accelerating revenue growth and design win s

Statemen t Reason Why Fraudulent

+Growt h

End of C' LM -

Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 32 of 96)

Is er e

_

-

EMachi n es Inc. - EEEE

Report Title

"Sales Point Broadcast - Initial Public Offering " (and/or) "Equity Sales Book"

Author(s)

Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, James Randall) ; Equity Research (Michae l Kwatinetz, Hans Rode ri ch )

Date of

March 2000

Statement Page Numbe r

1

Fraudulent

Fiscal Year Ended December 31 . Three Months En 1998 1999 2000E 2001E 1998 %XY,) Total revenue $68,283 $ 814,317 $ 1,028,826 $1,379,736 $58,283 $3 Total cost of revenue 58,088 780,945 952,591 1,252,077 58.088 292,036 Gross profit 195 33,372 76 .235 127 .659 195 15,07 5 Gross margin 0.3% 4.1% 7. 4% 9.3% 0.3% 4.9 % Inc . fro m operati ons" ( 1,913) ( 1,842) (84,231) 27,932 (1,913) ( 1,017 ) Net income ' $ (2,802 ) $(5,728 ) $36,932 $ (2,802) $ (2,204 ) $(7,996 ) Pro forma EPS" $(0 .04) $(0 . 0T) $0.00 $0 .24 0 .04) 0.03 ) Prelimina ry Crept Suisse First Boston Equity Research . We Kv obnetz

Statement

` Excludes Amortization of Defefred Co nsati on

Reason Why Fraudulen t

+Estimate s

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering " (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, James Randall); Equity Research (Michae l Kwatinetz, Hans Roderi ch ) March 2000

Date of Statemen t Page Number

1

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 33 of 96)

Fraudulent

VALUATION DATA

Statement

($ in MM, except per share data) Market Agg Value /

EEEE ( at $8.00 ) EEEE (at $10 .00)

EEEE Valua tion Multiples Capitalization 2000 Rev . $ 907 0 .8x 1 .181 1 . 0

Hardware Vendors ( Median) Internet Mktg . Vendors (Median )

1 .9 28 .3

Agg Value I Agg Value / Agg Value 2001 Rev . 2000 Gr _Prot_ 2001 Gr . Prof. 0.6x 10 .2x 6 .1 x 0 .8 13 .8 8 . 3 1 .6

8 .8

7.5

16 .3 55 .2 29 . 3

Credit Suisse First Boston Equity Research .

Reason Why Fraudulent

+IPO Discoun t

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, James Randall); Equity Research (Michae l Kwatinetz, Hans Roderich ) March 2000

Author(s) Date of Statement Page Numbe r Fraudulent Statement Reason Why Fraudulent

Report Title Author(s) Date of Statement Page Numbe r Fraudulent

1 Key Sales Points . . . Significant Revenue Growth and Operating Leverag e +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, James Randall); Equity Research (Michae l Kwatinetz, Hans Rode rich ) March 2000 15 Significant Revenue Growth and Operation Leverag e

Statement

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 34 of 96)

Reason Why Fraudulen t

+Growth

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book"

Author(s)

Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, James Randall) ; Equity Research (Michae l

Date of Statemen t Page Number Fraudulent

Kwatinetz, Hans Rode rich) March 2000 15 Explosive revenue growth in Internet side of busines s

Statement Reason Why Fraudulen t

+Growt h

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, James Randall) ; Equity Research (Michae l Kwatinetz, Hans Roderich ) March 2000

Date of Statement Page Number

21

Exhibit E: Misstatements and Omissions in CSFB' s Sales Memos (Page 35 of 96)

Fraudulent Statement

BTB I Valuation Methodology

Valuation Range 20 .Ox - 35 .Ox

eMachines 2001E BT B Internet Revenue

50.8

$50 . 8

Impli ed eMachines Valuation $1 ,0$1,777 b 5. 0 .3 Reason Why Fraudulen t

+IPO Discoun t

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, James Randall) ; Equity Research (Michae l Kwatinetz, Hans Roderich ) March 2000

Author(s) Date of

Statemen t Page Number

23

Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 36 of 96)

Fraudulent Statement

Hard Iuation Methodolog y

Imp ' le

1 .9x

4 eMachines Di u Implied eMachines Mu

60 %

lapzo

.75 x

e Machines 2001 E Hardw a re Revenue (MM )

Implied eMachine s Valuation ( MM)

$997 .0

Reason Why Fraudulen t

+IPO Discoun t

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book " Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, James Randall) ; Equity Research (Michae l Kwatinetz, Hans Rode ri ch ) March 2000

Author(s) Date of Statemen t Page Number

24

Exhibit E: Misstatements and Omissions in CSFB 's Sales Memos (Page 37 of 96)

Fraudulent Statement

Comp4fhgo~ Company Analy si s AeAMmano . Dist. ! Pmn. Pike to LTM 2729110 High LOW 5106k

($/y(/y(} ($MM)

ANY

Whiben Equ ity Air. Market Market Value Value

EMACHINES 12131

56 .00

$907 .2

$776 .0

EMACHINES 12131 EMACHINES 12!31

,10 10 .

$1 .2 $1,181 .3

f81 4.0 $1053 .3

30.1%

$ 104 .690 .8

%

42,712.5

598,3456 39,663 5

2. %

21,761 .8 18,530 .1

7

AfWh

,1 9

AaiW. Value LTM

LOA

Rays

Rays

CYOSE Revs M

CY01E Revs 11 1

Rw LOA CYOOE GP GP

CY01E GP

CAGR 90-01

LOA GM

49% 4.9% 49%

1 .0 x

0.6 x

0.8 x

0.6 x

12 .9 a 10.2 v

6.1 x

30.2%

1 .1 1 .3

0.7 0.9

4 .9 1 .0

&7 0.8

14 .2 12.0 17 .6 13 .8

7.2 83

30.2% 30.2%

3.9 x

3.8 x 1 .0

3 .1 x 0.9

2 .3 x

10

20,540.2

2 .4

2 .1

15,674 .4

2.5

2.5

24 x

2.3 x

2 .5

23

00, 40 ""MudledStail" Busing- PC DELL COMPUTER CORP (1/28)

81

-4

COMPAQ COMPUTER CORP (12/31) GATEWAY INC (12!31) APPLE COMPUTER INC (9125)

6 .

-1

114 .63

Median Mew

5 .21 3% .20.5%

900% 117 .1%

449 x 42.5 v

780 x

32.9%

81 %

47 3.9 9 .4 8.8

NA

3.9%

20.4 %

1 .9

1.0 1 .8

75

22.4%

22 .3 %

1 .8

1.5

6 .5

6.7

16.3%

39.0%

87

1 .9 x 1 .9

1 .6 x 1 .6

8 .0 x 8.8 x 16 .4 16 .0

7.5 x 18.7

19.3% 18.9%

21 .4% 22 .5%

106.9 x

NM

Ineuxives MMnMn NETZERO INC (4/30)

$23 .50

-41 .3%

36.7%

NETCEMIIVES INC (12/31)

45 .50

-526%

3439%

2,

.8

MYPOINTS .COM INC 12131

46 .88

-52.9%

246.4%

Median

.52.0%

343.9%

177.0 x

74 .0 x

Mean

48.6%

242.4%

136.7

73 .9

71 . 1 323 .0

185.0 x

35 .4 x

NM NM

56 .6 x

158.6%

177 .0

123.2

74.8

28 .4

NM NM

NM

81 .4%

NM

.0

24 .6

24 .3

114 284 x

67 .9 x 54.1 x

38.0

78.6%

36 .2%

87 .9 x 54.1 x 67 .9 54 .1

47.8 x 47.8

81 .4% 108.2%

38 .2%

NA 14 .6 x

58.5%

10 .6 %

S44%

55 .6 %

Advsrb,u a &,a@ M,rksarm 61h,struehr n CMGI (7131) DOUBLECLICK INC (12/31) KANA COMMUNICATIONS (12131) DIGITAL IMPACT INC 3/31 Medi an

74 .0 x

74 .8 x 89 .3

25.1

36 .2 %

O $129 .56

-20.6%

350.2%

$33,726.7

$31,005 .4

68 .81

-34.3%

306.0%

10,496 .5

10,301 .7

142 . S0

.136%

5255%

8 .228 .8

8.176 .6

$81 .4

2850

-58.2%

1 .8%

695.7

690 .0

155.3

-27.5%

328.1%

-312%

295 9%

Mew

1 x

.3 x 7. 3

/179 .

16.3 x 13 .0

193

92 .6

5127 x NA 49 .4 35.3 x 1.093 .7 395.8

NA

68.8%

289%

165.5 56 .3

19 .6

97.5%

172), 172

738%

49 .7 % 39 .3%

74.8%

36 .2 %

284 x

39.0%

48.8 %

.1

44.9%

86.5%

1335 x 73 .2 x 122 .8 2221

26 .6s

14.7 x

3491 x 563 x

86 7

331

480 .3 182 .5

205 x

17 .5 x

In ,m,tloe Hab& AMERICA ONLINE (6130)

859.00

-38.4%

53 .4%

$134.824 .3

$133,152 .3

YAHOO INC (12131) EBAY INC (12131)

159.69 143 .38

-36 .1% -387%

190.3% 104 .0%

84,072 .3 16,543 .8

52,6540 18,1734

140.8

103.0

08 .7

64.4

809

815

47 .6

343

88

4

50.9%

70 .8%

EXC)TEOHO0 E(12131)

3431

.653%

4.0%

13 .047 .5

13,3498

317

25.9

17 .5

104

42

1

840%

61 .1 %

LYCOS INC (7/31)

5963

-38 3%

1088 %

8,501 .0

6,3380

380

283

20.3

14 .1

357

2

CNET INC(12131(

6688 67 .00

.18.3% -22.1%

1432% 2222%

4913 .7

4,094 .3

384

287

222

160

882

3 .437 .2

3,8509

107.9

65 .2

44 .8

27 .1

113 .9

Medan

-36.3%

108 .8%

38 .0 x

28.3 x

222 x

160 x

w9 X 42.4 x

30.9 x

44. 9%

61 .1 %

Mean

-36.2%

1180%

65.6

47.3

36 .6

25 .6

75 .5 53.8

380

49.7%

62 .0%

O.eral Median Overall Meer

374%

166 .8%

944 x

57 .8 x

26 .8 x

1e1 x

30.9 x

60.8%

-374% .

195.5%

74 .5

52 .2

27 .6

38.0

690%

52.6% , 512%

G02NET INC (9/35)

23.3 x

126.0

x

4 3 9 x

79.2% 1 .%

P 78 .5

87 .6 x 54.1 x 203 .1 83 .5

2.

(1) AN ee11m,1es from /915/S analys! eoroen9us.

Reason Why Fraudulent

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz , James Randall) ; Equity Research (Michael Kwatinetz, Hans Rode rich)

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 38 of 96)

303% .2 %

Date of Statement Page Numbe r Fraudulent Statement

March 2000 27

CSFB rch Model ($MM except per

Mu-99 5137. 434

He v Irnemel Re Net Revenues

D 7.434

Jun-99 Se~99 $213 .930 5155 282 0 611 213.900 155 .893

Dae-99 Mr-0OE Jun-0OE Sep-OOE $345.600 5223 .116 5187 .400 5243.642 1 .500 2 .659 3.800 5. 714 307 100 225 .775 191 200 249,356

Dae-0OE Mu-0tE Jun-0tE Sip-07E Dee-0t E 5353. 281 $289.691 $289. 691 $333. 144 5116,431 9 .214 9.480 10.907 13. 560 16.832 362 .495 299,171 300. 598 346.709 433.26 3

Reason Why Fraudulent

+Estimate s

Report Title Author (s)

"Sales Point Broadcast - Initial Public Offerin g" (and/or) "Equity Sales Book " Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, James Randall); Equity Research (Michae l Kwatinetz, Hans Roderich ) March 2000

Date of Statement Page Numbe r Fraudulent

Statement

28

C S P B

rc h M o d e l

($MM except per s61 re Hardware Revenue Internet Revenue et Revenues

Reason Why Fraudulent

+Estimate s

EndofEEEE

Exhibit E : Misstatements and Omissions in CSFB' s Sales Memos (Page 39 of 96)

CY Ended December 31 , 1999E 2004E 2001 E S812,216 $1 .007,439 $1 .328,95 7 2,111 21,387 50,77 9 814,327 1 .028,826 1 -379,73 6

ems :

=

EtTic ent Netverks~ Inc. - EFNT

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book"

Author(s)

Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Ray Carey, Sean Turner) ; Equity Research (Pau l Weinstein, Ch ri stian Jende )

Date of Statement Page Number

June 22, 1999 1

Fraudulent

CSFB RESEARCH MODEL 1st a SEP

Statement Revenue Gross profit Operating Income Pretax income Net Income before extraordinary items EPS (excluding comp . charges)

1 .174 0 .311 (3 .022) (3 .375) (3 .375) 0 .11)

1999(E) 2nd 0 DEC 1 .850 0.203 (3 .301) (3 .746) (3 .746) (0.12)

oo( 3rd 0 MAR

4th 0 JUN

4 .115 (0.074) (3 .873) (6 .955) (6 .955) (0.

7 .582 (0 .287) 8 (1

1st 0 7 2nd SEP XN T*

0. 2 4) 5 21 5 .50 1

( .

.

Q JU N 18 .63 2 7 .266 (0 .034 ) (0 .615 ) (0 .615) 0 .0 1

Reason Why Fraudulen t

+Estimate s

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Ray Carey, Sean Turner) ; Equity Research (Pau l Weinstein, Chri stian Jende ) June 22, 1999

Date of

Statemen t Page Numbe r Fraudulent Statemen t Reason Why Fraudulen t Re ort Title

1 Explosive DSL Revenue Growt h +Growt h "Sales Point Broadcast - Initial Public Offerin g" (and/or) "Equity Sales Book "

Exhibit E : Misstatements and Omissions in CSFB' s Sales Memos (Page 40 of 96)

Author(s) Date of Statement Page Number Fraudulent Statement

Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Ray Carey, Sean Turner) ; Equity Research (Pau l Weinstein, Ch ristian Jende ) June 22, 1999 1 VALUATION

Value/C 99 Revs Aga . Value/CYOO Rev s Efficient (@ $ 11 .00 ) 12.9x 5.2x Copper Mountain O 19 .0 13. 1 Recent Communicati s s 20 .8 11 . 7

Broad Data/ ata/ ce C i . ,

3 .9

3 .4

Reason Why Fraudulen t

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "E uit Sales Book " Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Ray Carey, Sean Turner) ; Equity Research (Paul Weinstein, Ch ri stian Jende ) June 22, 1999

Date of Statement Page Numbe r Fraudulent

14 Explosive DSL Revenue Growth

Statement Reason Why Fraudulent

+Growth

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston; Investment Banking (Bill Brady, Paul Ferris, Ray Carey, Sean Turner) ; Equity Research (Pau l Weinstein, Ch ri stian Jende ) June 22, 1999

Date of

Statement Page Number

5

Exhibit E : Misstatements and Omissions in CSFB ' s Sales Memos (Page 41 of 96)

Fraudulent Statement Reason Why Fraudulent

Explosive DSL Revenue Growt h

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Ray Carey, Sean Turner) ; Equity Research (Paul Weinstein, Christian Jende ) June 22, 1999

Date of Statement Page Numbe r Fraudulent Statement

+Growt h

18

Summary Valuation Points for Efficient N etwork s Trading Statistics of Comparable Companies ($MM, except per share amounts)

~~>

COMPANY (FYE)

Performance Capitalization Stock Disc . I Prem. Equity Aggr . PIE Pri ce to LTM Market Market 6118199 High Low Value Value CY99E CYOOE CY01E

EFFICIENT NETWORKS (Midpoint of Filing)

511 .00 NA NA $472 .2 $419.3

Trading M 5-Yr . EPS Gr. R t T

NM X NM x I`jM1CxNZ --\ N x

",

O

D Aggr. Value CY99E CYOOE evs Revs Revs NA x

LT M Op . Inc .

12 .9 x 5.2 x

NM x

47 .5% 2 .3 x

420 x 33 .6 x 21 7 x

161 .4 x

35.0% 5 .5

288

Recent Comm. Equip. IPOs BROADCOM CORP (12/31)

$111 .94 -45% 376 .34% $11 .2123 511 .091 .5

EXTREME NETWORKS INC (6130) REDBACK NETWORKS INC (12+131) BROCADE COMMUNICATIONS SYS 1 (10,131 COPPER MTN NETWORKS INC (12 .31)

43 .44 -333% 23.9% 2.123 .0 2 .016 .8 102 .38 -9 .3% 57 .5% 2.153 .4 2 .100 .2 84 75 0 .0' % 156 8% 2.176 8 2 .11 . 64 .00 -18 .3% 26 .7% 1 .432 .8

JUNIPER NETWORKS (Midpoint of Filing)

23 .00 00% 0.0% 1,297

CARRIER ACCESS CORP (12131)

33 .50 -583% 150 .5% 799 .

TUT SYSTEMS INC (12131)

41 .00 -525% 11 .9% 469 .9 2

149 .6 x 1

O(~}~

N 1 NS NM NA 33 .3 NA

45 .0% NM NA NA NA NA

M NM NNI

0.

53 .2 393 26 .8

NA NA

46 .700 0.8

NM NM NA

NA NA

87

NM

1378 52 .5 27 .9 74 3 38 .6 289 38 .6 19 .0 13 1

NM NM NM

874

13 .8

226

10 3

47 . 8

334 183 79

NM

Reason Why Fraudulent

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Ray Carey, Sean Turner) ; Equity Research (Paul Weinstein, Chri stian Jende ) Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 42 of 96)

NM

11 .8 7 .1 48

Date of Statement Page Numbe r

June 22, 1999

Fraudulent

At 5 .2x CYOO Rev's EFNT is Attractively Priced Compared to the Trading Performance of Recent Communication Equipmen t

Statement Reason Why Fraudulen t

IPOs +IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Ray Carey, Sean Turner) ; Equity Research (Paul Weinstein, Chri stian Jende ) June 22, 1999

Date of

18

Statement Page Numbe r Fraudulent Statement

21

CSFB Equity Research Model : EFNT 1999 ( E) 2000(E) 2001 ) 1st Q 2nd Q 3rd Q 4th Q 1st Q 2nd 0 3rd Q 4th 0 1st Q 2 3N *-J ) 4Yfi Q

Revenue

1 .174 1 .850 4 . 115 7 .582 9 .525 11 .227 13.642

3U2r4 j

22.105

.360 40 .353

Reason Why Fraudulen t

+Estimate s

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book " Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Ray Carey, Sean Turner) ; Equity Research (Paul Weinstein, Ch ri stian Jende ) June 22, 1999

Date of Statement Page Number

22

Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 43 of 96)

Fraudulent Statemen t

CSFB Equity Research Model : EFN T Calendarized Data 1998(A) 1999(E)

Revenue

3 .370 14 .721

2000(E) 2001 ( E) 1999 ( E) 2000(E )

53 .026 118 .424 32 .449 79

Reason Why Fraudulent

+Estimate s

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Paul Ferris, Ray Carey, Sean Turner) ; Equity Research (Paul Weinstein, Ch ri stian Jende ) June 22, 1999

Author(s) Date of Statement Page Numbe r Fraudulent Statement Reason Why Fraudulent

49 Strong Quarterly Revenue Growth +Growth

Endf EFNT

Exhibit E: Misstatements and Omissions in CSFB's Sales Memos (Page 44 of 96)

5

is [~Ime Report Title Author(s)

=

E,Pi has

InG EPNY

"Sales Point Broadcast - Initial Public Offering" (and/or) "Eq uity Sales Book " Credit Suisse First Boston ; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Margaret Coyle, Kenneth Mah) ; uit Research (George Gilbe rt, Brent Thill )

Date of Statemen t Page Number Fraudulent

August 27, 199 9 1 CSFB RESEARCH MODEL

($ in

Statement

thousands) mar-98 Jun-98 Sep-98

ec-

mar-99

Revenue $227 $636 $1 , 112

$1 ,402 $1 .894

Gross Profit 100 393 632

852 1 .062

Jun-99

ep- e c

$3 ,230 $3 , 892

6971-

$3 7 513 , 713 $30,07 6

1 . 549 1 .7 1, 0 977 6,305

18 .39 2

Operating Income Pretax Income

( 1 .658 ) ( 2,362 ) (2 .537) ( 1 .595 ) ( 2 .296 ) (2,513)

(3,257) ( 3 .451) (3,127) ( 3 .356 )

Net Income

( 1,595 ) ( 2,296 ) ( 2 .513 )

(3,127) ( 3 .356 )

(4,438) 1 (9 .814 ) (22 .729 ) (34,881 ) ( 4 .418) , 13) ) (9 .531) (22 .284) (33,391 ) (4 .4 ,0 ) ,477 ) (9,531) (22 .264) (33,391 )

EPS "' ($0 .13) ($0 .19 ) ($ 0 .13)

($0 . 16) ($0 .17 )

(

$0 .2 ($0 .27) ($0 .54) ($ 0 .95) ($1 .11 )

Reason Why Fraudulen t

+Estimate s

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Eq uity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Margaret Coyle, Kenneth Mah) ; E uit Research (George Gilbert, Brent Thill ) August 27, 199 9

Author(s) Date of

Statemen t Page Number

1

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 45 of 96)

Fraudulent

Valuation

Statement

lu

Epiphany (@ $ 10 .00)

Revs

Agg . Value/CY00 Rev s

x 6 /C( 72.8x 108 .3x

38.5x

Verisign

69.5x

44 .5x

Portal Softw

59.6x

35 .1 x

Critical P Vig

100.1X 35.7x 29.Ox

24.5x 20.1 x 19.4x

58.6x

25.7x

21 .2x

13 .3x

Silknet

26.2x

13.5x

Webtrends

24 .3x

14 .2x

KI

nktomi Ariba

o ce One

imba

7 .& x 71 .9x

Reason Why Fraudulen t

+IPO Discoun t

Report Title

"Sales Point Broadcast - Initial Public Offering " (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Margaret Coyle, Kenneth Mah) ; uit Research (George Gilbert, Brent Thill ) August 27, 199 9

Author(s) Date of Statemen t Page Numbe r Fraudulent

15 Strong Financial Momentu m

Statemen t Reason Why Fraudulen t

+Growth

Report Title

"Sales Point Broadcast - Initial Public Offering " (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Bankin g (Bill Brady, Cameron Lester, Scott Kupor, Margaret Coyle, Kenneth Mah) ; E uit Research (George Gil bert, Brent Thill )

Author(s)

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 46 of 96)

Date of Statement Page Numbe r

August 27, 199 9

Fraudulent

Rapid top line growth : driven by infrastructure investments (45 sales professionals) with major leverage and upside fro m

Statement Reason Why Fraudulent

resellers +Growth

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Margaret Coyle, Kenneth Mah) ; E uit Research (George Gilbe rt , Brent Thill ) August 27, 199 9

Date of Statemen t Page Numbe r Fraudulent Statement

Reason Why Fraudulen t Report Title Author(s) Date of

15

18 • Like many high growth Internet software and technology IPOs, E .piphany's value is based on forward revenu e multiple s • With a filing range of $9 .00-11 .00 per share, E.piphany's CYOOE aggregate market value/revenue multiple range s from 6 .7x to 8 .4x +Basi s "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book " Credit Suisse First Boston ; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Margaret Coyle, Kenneth Mah) ; E uit Research (George Gilbert, Brent Thill ) August 27, 199 9

Statemen t Page Number Fraudulent

18 • E .piphany is very attractively price d

Statement • Inte rnet and eBusiness Infrastructure companies currently trade at an average of 29 .2x CYOOE revenue s Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 47 of 96)

Reason Why Fraudulent

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offerin " (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Margaret Coyle, Kenneth Mah) ; E uit Research (George Gilbe rt, Brent Thill ) August 27, 199 9

Date of

Statemen t Page Number

19

Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 48 of 96)

Fraudulent Statement

Valuation - Comparable Company Analysis ($MM , except per share data ) Capitalization Stock

COMPANY (FYE) E .piphany

Equity

Aggr .

to LTM High Low

Market Value

Market Value

$ 9 .00 10 .00

$251 . 6 280 . 6

$202.5 22

6 .6

11 .00

309 . 5

8

18 .4

8 .4

72 .8 x 108 .3 69 .5 59 .6

38 .5 x 71 .9

Price 8/26/99

Internet & eBusiness Infrastructure

INKTOMI CORP (9/30) ARIBA (9/30) VERISIGN INC (12/31) PORTAL SOFTWARE INC (1/31) CRITICAL PATH INC (12131) VIGNETTE CORP (12/31) BROADVISION (12/31) COMMERCE ONE (12/31) MARIMBA INC (12/31) SILKNET SOFTWARE INC (6130) WEBTRENDS CORP (12/31)

Aggr. Va e 1 CY99E 0 E Revs )'

Disc . / Prem .

x

6 .7 x 7.6

0

S115 .06 134 .50

-27 .7% 490 .1% -10 .2% 120 .5%

110 .50 -3 .1% 1040 .6% 50 .75 -15 .3% 82 . ° 36 .75 -75 .5% 68 .69 -38 . ° 8 0 102 .88 -1~69*11 1 21 % 51 .00~ 31 .~~// 92 .5% 7~ \/ J68 .7% 43 .4% Q? ~/ -28 .6% 139 .2% .25

-56 .8% 64 .8%

$5,93

5 .840 .5 5,961 .0

.5 3,8238 1,399 .9 1 .909 .0 2,629 .6 1 , 225 .7 708 .5 560 .6

5 .441 .4 3 .714 .9 1 .163 .6 1 .836 .4 2,560.7 1 .113 .6 634 .5 503 .4

459 .5

382 .5

100 .1 35 .7 29 .0 58 .6 21 .2 26 .2

44 . 5 35 . 1 24 . 5 20 . 1 19 4 25 . 7 13 . 3 13 . 5

24 .3

14 .2

Median

-28 .6% 92 .5%

586 x

24 5 x

Mean

-32 .5% 289 .9%

55 .0

29 . 2

-71 . 7% -69.9%

69 .2 % -74.1 %

@ $10.00 per share Premium / Discount to Internet & eBusiness In frastructur e Median Mean 1 E i s from I/B/E/S analyst consensu s

Reason Why Fraudulent

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Eq uity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Cameron Lester, Scott Kupor, Margaret Coyle, Kenneth Mah) ; E uity Research (George Gilbert, Brent Thill ) Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 49 of 96)

Date of Statemen t Page Number Fraudulent Statement

August 27, 1999 21

EPNY - CSFB Equity Research Mode l ($ in thousands) -- FY1998 by Quarter -JunBQ Seu..9$ 396 737 Z4Q $636 $1112

M iL98 License revenue 137 Service revenue 22 Total revenue $227

Reason Why Fraudulent

- FY1999E by Quarter --

Dec 9 $

Mar fl

JL11..@9

➢.. MF.

F.

-- FY2000E Qua rter -

Mar DOE

Jun DOE §S& ~4.QF.

2,141 2,583 3,154 3,924 4,632 5,49 946 1,136 1,793 g ;¢ j~,Q. 1 .437 1 .751 2 .114 3.021 3.424 z= $1,402 $1,694 $3,230 $3,892 $4,697 5,682 6,945 8,056

+Estj mate s

E nd±of EPNY

Exhibit E : Misstatements and Omissions in CSFB ' s Sales Memos (Page 50 of 96)

Y nded December --

S~~

2000E

~.QSF

2,216 7653 17,205 32,66 1 1 6 .060 12 .872 21 .21 0 53,377 513713 $30,076 553,87 1

1ssue r

me -_

Report Title Author(s) Date of

Hands riu .Inc. -HAND "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book "

Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, David Meckfes sel, Michael Ounjian, Mar c Laberge) ; Equity Research (Marc Cabi, B ri an Blair) June 200 0

Statement Page Numbe r

1 (SW

Fraudulent Statement

iJuly 29 . 1998 to June 30. 1999

Nne P Ended April 1 . 2000

Calendar 2000E

Faevenue Cast of Revenue

- $50.1 $218.9 34 .2 152.4

Gross Profit

-

Gross m pn

w

$ 15.9 $66.5 31.8% 30.4%

01 8513 . 8

352 5 161 . 3 31 .4 %

Inc. (loss) Operations ($5.2) ($14 .7) ($48.6)

(487)

Net 1r n (loss) (4.7) ($14 .3) ($43 .3) Crecit & sse First Boon Egity Reseerth Marc Cab .

(41 .2)

Reason Why Fraudulent

+Estimate s

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, David Meckfessel, Michael Ounjian, Marc Laberge) ; Equity Research (Marc Cabi, B ri an Blair) June 200 0

Author(s) Date of

Statement Page Number

1

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 51 of 96)

Fraudulent Statement

VALUATION DATA (8 i n MVO e ce pier share data) Equi ty

Handspring (at $18.00)

$

Palm (521 .38)

Market Value 2,633

41 5

16 . 1

7 .0

74 .8

16. 1

10 .3

48 .3

25 . 9

12.2

57 .1

21 .0

23 .1

79 .2

24 . 3

ce Hardware/Software Related Con anies (Med.)

Date of Statemen t Page Number Fraudulent Statemen t Reason Why Fraudulen t Report Title Author(s) Date of

. and Intent Companies (Med .) AsbFIALM109., +IPO Discoun t

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston; Investment Banking (John Hodge, John Metz, David Meckfessel, Mi chael Ounjian, Marc Laberge); E uit Research (Marc Cabi, B rian Blair) June 2000 1 Key Sales Points . . . Rapid Revenue Growth With Significant Operating Leverag e +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, David Meckfessel, Mi chael Ounjian, Marc Laberge); Equity Research (Marc Cab], B rian Blair) June 2000

Statemen t Page Number

1 Rev Muit I CYDO-CY01 Growth Rate

3.6

12.066 6.7

Wreless Equiprnent Companies (Med .)

Report Title Author(s)

Multiple 4.8x

CY00-CY01 Grorovth Rate

134.8%

Leading I-kandheldWirdess Companies (Med .)

Reason Why Fraudulen t

CY2001E Revenue

5

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 52 of 96)

Fraudulent Statemen t Reason Why Fraudulen t

Key Points to Marketing Handspring . . . Rapid Revenue Growth With Significant Operating Leverag e

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book " Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, David Meckfessel, Michael Ounjian, Mar c Laberge) ; E uit Research (Marc Cabi, B rian Blair ) June 200 0

Date of Statement Page Numbe r Fraudulent Statement

Reason Why Fraudulen t Report Title Author(s) Date of

+Growt h

11 Impressive Revenue Growt h Q4 1999:$15 .8MM Q 1 2000 :$34 .3MM +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, David Meckfessel, Michael Ounjian, Mar c Laberge) ; Equity Research (Marc Cabi, B rian Blair) June 2000

Statemen t Page Numbe r Fraudulent

15 Rapid Revenue Growth with Significant Operating Leverag e

Statemen t Reason Why Fraudulen t

+Growt h

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, David Meckfessel, Michael Ounjian, Mar c Laberge) ; uity Research (Marc Cabi, B ri an Blair )

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 53 of 96)

Date of Statement Page Numbe r

June 200 0

Fraudulent

We are proposing a filing valuation midpoint of $2,633 million (4 .8x CY2001 revenues) .

Statement

We believe that HAND's IPO valuation is conservative with respect to the following valuation methodologies : Comparabl e Company Valuation Analysis and Recent Communications IPOs . +Basi s

Reason Why Fraudulent Report Title Author(s) Date of Statemen t Page Number Fraudulent Statement

21

"Sales Point Broadcast - Initial Public Offe ri ng" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, David Meckfessel, Michael Ounjian, Mar c Laberge) ; Equity Research (Marc Cab], Brian Blair) June 200 0 21 Aggregate Aggr . Value I CY00-CY01 Market Value 2001 Rev . Grow th Rate

VALUATION DATA (in MM)

FFandsprnr9 (at $18 .00)

$

2,441

!

Cal _ Q1-Q 2 Growth Rate

4.8x 134 .8% 3.

%

P alm (at $21 .38)

$ 11 .067 6 . 7 41 .5 16 . 1 Leafing Handhek!M eless Device Companies (Med .) 7 . 0 74 .8 16. 1 Wireless Equipment companies (Med .) 10.3 48 .3 25. 9 Device Hardware/Software Related Companies (Med .) 12. 2 57 .1 21 .0 23. 6 Lead New Comm. And Internet Companies 23 .1 79 .2 24 .3 16 . 7

Reason Why Fraudulent

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, John Metz, David Meckfessel, Michael Ounjian, Mar c Laberge) ; Equity Research (Marc Cabi, B ri an Blair ) June 200 0

Date of Statement Page Number

22

Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 54 of 96)

Fraudulent Statement

C

rable,,,Company Analysis (Continued ) , T'"we r.rr.vea ' .rlw-.

&-bw

F...ra rrl.

i Oi6. P . EIIYV AW. 111%11hpa" PH . . M LTY M .1.t IN~ ME Y2NO !sw V~ . V . C771

CCNl/NF FME

IMN00' ~ Nwl. { f NIMN

MtD M NA SU O.44/ N/

Vw ."t. ____

lyr. MlYiiI f C1 CY 07 IYN Il .ra

1128

4J!

014Q

ern I... NUR.

CM-CM

CYM{r0 1 o.aw. !i.

NAI% *10%

4.

2 5% 415% NR :5 • %

1E i.l 8

. 5 78 . Ills", t9% 4t'%

lE l

Q PA0A13 yM4, l

" 5% 11% 9 '2 Cfr_ 51 .5

pa'Yllf

•S8.

.4%' 2 08 .1% 3cm 5521

RE :FAA-1-! 8384:1 :8:1.5 I vrtba ^

y

v.,..

4%

oliLUi'RRI wr ISC, I

ei c'_ 5?

&a4ECLY.16* .5P*D1513 M]t•.

S.

4ra• Oai~N&A . .9eb -MWN c,,* .IDJ=5Y6T£ IfS I{4lJ~ ;

la 4

t! S 4 7 :!8

3

.5+3% .513%

41.2 ca It

8 7 t t 9 5 3

•164,

-16

9Ar 87

5'd.

1% 1% 1 92.3 • 53 5

+~3.

X14 ' C

It ft 74j %

-53 + 74 •.0 ' 51, X5 1 •54 :34

w 5Be % ' 0 1% 483 %

.32 TS

NA a: T.

A:'

5 5% - h

1.'i 189 E

a

F`C'.M==H N=1 .4nl

3537 . s • 3% 1 F :h S'95 : 653£

413 945115 a' r~~E115 . %54% LGERATE rWI2-.20E3ALr ; YI. ,.N SYb- E VS IIi ; JU ;

- 5E

£ 303

?SC] -~Ya -

eL ?93%

5 333 :A' • ii 8b -hl ]% f545% 1 5 ' 1 •S {C ? 38 1 - Y17A i1 1Y E 7: • a59 - 66 2% CT4 1•3i •. Di6 - 73 A4 137% !9' 73

'74 S~L:rICYJE 111=lpai i TI':L I 1,8_ 0.. N. x

.S'A 117 .5 %

A .1iPER YTNCRK$!G .,7~:: :' 5!'J.WCgE fk i '~tfdt5-til-uli

:9 C 1' S Si

• EJ:

145 ;Mt E"

4133 L'J -SGA 9449%

K 1 - 1,

Q 1 NY

66 .7

NEXT LEVE. C:Ln4f' ~Zrc 0.'ibNEA 7349= 4in l 8,519 £TIrf,S!A_,'LY WaAr Y+ M

734 495 833 39 . 15 : 12 1

34111

341 7

-35% 515% 51 . .579% 13.: fr% 1354

J.iM AWn

z1 ld?51%

.5 `

3'L 4169.1

F:A

l.4M AW~ln

35)

713 55 7

`k _"b •! o

-34 .4%

211 .4%

$57 .201 .9 40 .958 .5

$56 .316.6 42 .710 .6

-34 .341,

646 .9%

11 .698 .9

11,384 .8

60 .9 31 2

20 .8

-57 .31•x.

355 .9% 3

9 .134 .6 4,775.7

9 .000,4 4,581 .5

32 .7 21 .8 208 .9 79 .4

15 .4 30 .5

& . 3 %

4 .501 .0

4,195 .2

NA 107 .6

42 .4

2 .197 .6

2 .138 .5

27 .6 12 .8

10 . 0

2,098 .6

2,0/8 .9

10 .9 7 .6

6 .0

176 .7 x 86 .2 x

57 .9 x 43 .9

8

DITECH COMMUNICATIONS (4130)

Ca italization Equity Aggr . Market Market Value Value

x

5 .5

Recent High Growth Eauio . !POs JUNIPER NETWORKS (12+31) SYCAMORE NETWORKS INC (7'31) BROCADE COMMUNICATIONS (10031) FOUNDRY NETWORKS (12'31)

$174.56 62 .81

-44 .2% -68 .51.'1•

481 .1% 32 .9`/

$7 15,35

402 7 .6 O 7 .

251 .6 78 .0 4 .5 37 .7 4 25 .1

23 .2 16 .5 25 . 9

91 .06 75 .06

-50 .8% 1 003 .8%

9.8659

6 .

-64 .6c,,,

39 .0%

8 .6221

8. 6

REDBACK NETWORKS (12'31 )

54 .000

-72 .8 %

232 .3 %

NEXT LEVEL COMM INC (12-'31';

82 .94

-58 .9%

80 .1%

8,151 . 6 6,615 .7

8 . 02 . 6 6,471 .

8 . 43 .2 4 ."

61 .69

-55 .3% -74 .0%

50 .5%

2 .497 .5

2345 .0

2,409.8 2 .596 .1

51 .

.2 8

8 .2 4 .4

-73 .25

66 .29'0 80 .6%

-74 .1%

132 .7%

1 .742 .6 1 .499 .7

1 .614 .9 1,218.4

83 .1 .2 25 .5 1 .

5

ALTEON WEBSYSTEMS (6'30) EFFICIENT NETWORKS (6 .'30 CACHEFLOW INC (41130)

48 .63 48 .75

CLARENT (12/31)

46 .25

(1) All estimates from I/B E'S analyst conse nsus ,

Reason Why Fraudulen t

+IPO Discoun t

Re ort Title

"Sales Point Broadcast - Initial Public Offering" (and/or) " Equit y Sales Book"

Exhibit E: Misstatements and Omissions in CSFB's Sales Memos (Page 79 of 96)

4. O

18 . 6

Author(s) Date of Statement Page Numbe r

Fraudulent

Credit Suisse First Boston ; Investment Banking (John Hodge, Ray Carey, Ajay Shah, Zsofia Madi-Szabo) ; Equity Researc h (Jim Parmelee, Leslie Mallon ) Apri 1 200 0 25

N

s Research Model Hi P oje ed income Statemen t ($ in t

; exc fpfgK share data, fiscal year ends December 31st) 1999A A 2QA 3QA 4QA REVENUE BY SE T Telecom Group 450 2,023 2 , 529 (sequential growth rate)

,13

(sequential growth rate) (year-over-year growth rate)

TOTAL REVENUE 4,741 4 ,

Reason Why Fraudulent

2QE

30E

4QE

4 , 885

6,500

8 , 500

11 , 500

93.2% 10756%

33.1 % 1344 .4%

30.8% 320.2%

35.3% 354 .7%

4,652 4 , 316

4,897

4 , 400

4 , 500

4,500

.6% -7.21

13.5%

-10.1% 6.

2.3%

0 .0%

4.34

9 , 782

10 , 900

13 , 000

16 , 000

.0%%% 349 .6`%_ 25 .0 %

(year-over-Year growth rate)

CPG

2000E 1QA

0

6,845

F1999A

Calendar Yea r F2000E F2001 E

5 ,047

31, 385 81,00 0 521 .9%

158 .1 %

17,795

18,297 19,00 0

22,842

49,682 100,00 0

2.8%-% 3 .8 %

+Estimate s Endibf NUFO

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 80 of 96)

==

) r ~in~e7; Report Title Author(s)

S~rn le tions Inc. 'LX

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book " Credit Suisse First Boston; Investment Banking (John Hodge, Richard Hart, David Meckfessel, Jerry Wu, Matthew Katz) ; Equity Research (Erach Desai, Andrew Singer)

Date of Statemen t Page Number Fraudulent Statement

Reason Why Fraudulen t Report Title Author(s) Date of Statemen t Page Number

April 200 1 1 8. Valuation range of 19 .5x to 23 .4x '02 earnings . Most recent deal in space was Verisity (priced on 3/20/01) which priced at 20.Ox '02 earnings, and currently trades at 25 .0x, up 25%. The other deal in this space, Synplicity (priced 10/12/00), was price d at 21 .6x '02 revenue multiple of Verisity and Synplicity . '02 earnings and trades at 30 .6x, up 42% . At the midpoint of 1 .7x C Y '02 revs, Simplex is valued at a 42% discount to the averag e +IPO Discoun t "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, Richard Hart, David Meckfessel, Jerry Wu, Matthew Katz) ; Equity Research (Erach Desai, Andrew Singer) Apri1200 1 1

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 81 of 96)

Fraudulent

+

Statement

i

(excludes non-cash charges)

CYE Dec 3 1

2000 2001E 2002 E Q1 A Q2 Q3 Q4 Tota l Revenues y/y

$ 27,750 $ 11 .655 $ 12,500 $ 14,500 $ 14,500 $ 53,155 $ 72,00 0 growth 126.3% 103 .2% 99.4% 58.1% 91 .5% 35.5 %

Gross profit 22,432 9,310 9,842 11,516 11 .440 42,108 58,580 gross margin 80.8% 79.9% 78 .7% 79 .4% 78.9% 79.2% 81 .4 % Operating Profit 1,342 409 432 506 740 2,087 9,98 0 operating margin 4 .8% 3.5% 3 .5% 3.5% 5 .1% 3.9% 13.9 % EPS $ 0 .11 $ 0.02 $ 0 .02 $ 0 .05 $ 0 .06 $ 0 .14 $ 0.5 1 Reason Why Fraudulen t

+Estimate s

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, Richard Hart, David Meckfessel, Jerry Wu, Matthew Katz) ; Equity Research (Erach Desai, Andrew Singer) April 200 1

Author(s) Date of Statement Page Numbe r Fraudulent Statement

Reason Why Fraudulen t Report Title

Author(s) Date of Statement

5 Valuation range of 19 .5x - 23 .4x `02 earnings . Most recent deal in space was Verisity (priced on 3/20/01), which priced a t 20.Ox `02 earnings, and currently trades at 25 .0x, up 25%. The other deal in this space, Synplicity (priced 10/12/00), was priced at 21 .6x `02 earnings and currently trades at 30 .6x, up 42% . At the midpoint of 1 .7x CY'02 revs, Simplex is valued at a 42 % discount to the average `02 revenue multiple of Verisity and S n licit . +IPO Discoun t "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, Richard Hart, David Meckfessel, Jerry Wu, Matthew Katz) ; Equity Research (Erach Desai, Andrew Singer) Apri 1 200 1

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 82 of 96)

Page Numbe r Fraudulent Statemen t Reason Why Fraudulen t Report Title Author(s) Date of

14 Exceptional Revenue Growth and Significant Visibilit y +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book " Credit Suisse First Boston ; Investment Banking (John Hodge, Richard Hart, David Meckfessel, Jerry Wu, Matthew Katz) ; Equity Research (Erach Desai, Andrew Singer) April 200 1

Statemen t Page Number Fraudulent Statement

Reason Why Fraudulen t Report Title Author(s) Date of

20 • Like EDA vendors, Simplex's value will be based on forward PIE multiple s • With a filing range of $10 .00 to $12 .00 per share, Simplex's CY02E P/E multiple ranges from 19 .5x to 23 .4x • At this range, Simplex's equity market value is approximately $154 - $189M M • Simplex is very attractively priced : • Priced at EDA levels with long-term IP potentia l • Simplex is being offered at a 23% discount to the average of the recently public Synplicity and Verisity on a multiple of '02 ea rnings and a 42% discount to '02 rev s +IPO Discoun t "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (John Hodge, Richard Hart, David Meckfessel, Jerry Wu, Matthew Katz) ; Equity Research (Erach Desai, Andrew Singer) Apri 1 200 1

Statemen t Page Number

38

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 83 of 96)

Fraudulent Statement

CSFB

Reason Why Fraudulent

+Estimates

Net Revenues

arch Mode l FY 2001 FY 2002 LY 2000 GY 2001 CY 2002 CY Ended Dezember 31 , •00A Jun-004 Sep-00A Deo-00A Yer-01 A Ju n.01F Sep -01E Dec-0 1E Mar-02E Jun-0 2E Sep 02E Dec-02E 2000 2001E 2002 E 5 56.152 $7,273 $9,174 $11 .655 $12,500 $14,500 014.500 516,000 517,500 479,000 579,500 $27 .750 $53 .155 $72 .000

£nd of SPLX

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 84 of 96)

Iss hi Report Title Author(s)

u rt.cot_n Inc: - SPRT. "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Richard Hart, Margaret Coyle, Sandy Scott) ; Equity Researc h

Date of Statement Page Numbe r Fraudulent Statement

June 200 0

(Wendell Laidley, Mari e Kluth )

1 OVERVIE W (data m thousands, except pershare 2000 by Q uarhsr 2r-VU

uu

VapuUT:

2001 by Q U2rh9r Annua l sc

a ru 3.E

aunull; u

ep

ec

Tom1R evenues $],3]4 $3,077 $4 , 307 $5,707 $6 , 848 $8,184 $9,657 $11,347

$ 3,183 $15,405

$ 36,036 $55,05 5

Reason Why Fraudulent

+Estimate s

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offe ri ng" (and/or) "E uity Sales Book " Credit Suisse First Boston ; Investment Banking (Bill Brady, Richard Hart, Margaret Coyle, Sandy Scott) ; Equity Researc h (Wendell Laidley, Marie Kluth ) June 200 0

Date of

Statement Page Numbe r Fraudulent Statement Reason Why Fraudulen t Report Title Author(s) Date of

1 Key Sales Points . . . Financial model underestimates bookings growth rate and justifies premium valuation relative t o comparables . +Cautionar y "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Richard Hart, Margaret Coyle, Sandy Scott) ; Equity Researc h (Wendell Laidley, Marie Kluth ) June 200 0

Statement

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 85 of 96)

Page Numbe r Fraudulent Statement

1 ;VALUATION DAT A (USD m limns, exceptpershaLe am aunts)

Stoc

C apiti fixation Hqu iby Aggr .

Pcce I adk et

I azk .t

Revenue X ult~p ]e o CYO 0 CY01 CY0 2

CC!PANT WYE) 6/16 /00 value Rabe Eeve Aeve Aev e

cuemm ex Bervie a

I omt Bourne : 39 5 0 coneeaeue

50

67$

71 4

eta atee unlans ether ine note d

Reason Why Fraudulent

+IPO Discoun t

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Richard Hart, Margaret Coyle, Sandy Scott) ; Equity Researc h (Wendell Laidley, Marie Kluth ) June 200 0

Author(s) Date of

Statement Page Numbe r Fraudulent Statement Reason Why Fraudulen t

5

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Richard Hart, Margaret Coyle, Sandy Scott) ; Equity Researc h (Wendell Laidley, Marie Kluth ) June 200 0

Author(s) Date of

Key Points to Marketing Support .com . . .Financial model underestimates bookings growth rate and justifies premiu m valuation relative to corn arables . +Cautionary

Statement Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 86 of 96)

Page Numbe r Fraudulent Statemen t Reason Why Fraudulen t Report Title Author(s) Date of

14 Revenue Growth is Only the Beginning . . . +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Richard Hart, Margaret Coyle, Sandy Scott) ; Equity Researc h (Wendell Laidley, Marie Kluth ) June 2000

Statemen t Page Numbe r Fraudulent Statement Reason Why Fraudulent Report Title Author(s) Date of

18 • Like many e-Business software vendors, Support .com's value is based on forward revenue multiple s • With a filing range of $8-$10 share, Support .com's CY01E revenue multiple ranges from 6 .6x to 8 .4x • At this range, Support .com's aggregate market value is approximately $238 -$302MM . . . +Basi s "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Richard Hart, Margaret Coyle, Sandy Scott) ; Equity Researc h (Wendell Laidley, Marie Kluth ) June 200 0

Statement Page Numbe r Fraudulent Statement

18 • Support .com is very attractively price d • Support .com's comparables trade at an average of 22 .8x CY01E revenue s

Reason Why Fraudulent

• Support .com is being filed at an 67% discount to an average of its comparable companie s +IPO Discoun t

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 87 of 96)

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book"

Author(s)

Credit Suisse First Boston ; Investment Banking (Bill Brady, Richard Hart, Margaret Coyle, Sandy Scott) ; Equity Researc h

Date of Statement Page Number

Fraudulent Statement

(Wendell Laidley, Marie Kluth ) June 2000 18

Supp4&42 Valuatio n (USD millions, except per share amounts) (

Y

c2pit !lizaW ReVd?hq Multi p les Stock Equity Ad bQ. Price Market Market Y 0 CY0 2 6126100 Value Value Vs

COMPANY (FYE)

Support

Stan $29 1 $238 18J 6.6 3.7 x $9A 0 $318 $270 17.5 7.5 4.1 x $10 .00 $302 19.6 4.8 x

Median

41 .1 23 .2 14 .9x

Mean 38.5 22 .8 14 . 5 Discount to Compa rables @ Midpoint 54% 67% 71 ;4. Source: IBES consensus estimates unless otherwise noted .

Reason Why Fraudulent

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast --Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Richard Hart, Margaret Coyle, Sandy Scott) ; Equity Researc h (Wendell Laidley, Marie Kluth ) June 200 0

Date of

Statement Exhibit E : Misstatements and Omissions in CSFB' s Sales Memos (Page 88 of 96)

Page Number Fraudulent Statement

28

CSFB

rch Model - P& L (data in thousands , except per share)

Total Revenues

Reason Why Fraudulent

1999 by Qua rter 2000 by Quarter --1 1 2001 by Quarter Annual Sep-99 Mar -00 JunOO Se E QScOO E M 1 Jung Sep01E eL 2000E 2001E 20OZE Q9S $3 $782 $1 .674 $2 .314 $3,077 $4,307 $5,707 $6,848 $8,184 $9,657 $11,347 $3,283 $15,405 $36,036 $65,05 5

+Estimate s

IKJW

of SPRT

Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 89 of 96)

ssue 'N Report Title Author(s) Date of Statement Page Number Fraudulent

Tinning Technol

Co

radon - 'ANN

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Michael Tunstall, Tony Trousset, K .S. Jangbahadur, Affan Butt) ; Equit y Research (Mark Wolfenberger, Wayne Segal ) July 8, 1999 1 SUMMARY FINANCIAL RESULTS ($MM )

Quarter Ended

Statement

Fiscal Year end 12131 Mar-98 Jun-98 Sap-9E Dec-98

Services Revenue

$4.6 $5 .6 $9.2 $10.9

Year Ended Mar-99 1998 1999 2000

$11.3 $30.3

$48.7 $65 .7

Reason Why Fraudulent

+Estimate s

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offe rin " (and/or) "Equity Sales Book " Credit Suisse First Boston; Investment Banking (Michael Tunstall, Tony Trousset, K .S . Jangbahadur, Affan Butt) ; Equit y Research (Mark Wolfenberger, Wayne Seal) July 8, 1999

Date of Statement Page Numbe r

1

Fraudulent

VALUATION DATA as of

Statement

($ in MM) Market Capitalization Tanning (at S10 .00 ).

Aggregate Value !

7/6 1 99)

$202

3 .2x

2 .3 x

33 .7x

15 .5 x

842

16 .7x

11 .2 x

Viant

756

17 .9x

10 .9 x

Sapient

1,623

Scient

1,809

Razorfish

Reason Why Fraudulent

CY 1999 Rev. CY 2000 Rev .

+IPO Discoun t

Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 90 of 96)

5 .9x

4 .O x

Report Title Author(s) Date of Statement Page Numbe r Fraudulent

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Michael Tunstall, Tony Trousset, K .S . Jangbahadur, Affan Butt) ; Equit y Research (Mark Wolfenberger, Wayne Segal ) July 8, 1999 4 Strong sequential quarterly growth in revenue s

Statement Reason Why Fraudulen t

+Growth

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Michael Tunstall, Tony Trousset, K .S . Jangbahadur, Affan Butt) ; Equit y Research (Mark Wolfenberger, Wayne Segal ) July 8, 1999

Date of Statemen t Page Numbe r Fraudulent Statement Reason Why Fraudulen t Report Title Author(s) Date of

23 Rapid Revenue Growt h +Growth "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Michael Tunstall, Tony Trousset, K .S . Jangbahadur, Affan Butt) ; Equit y Research (Mark Wolfenberger, Wayne Segal ) July 8, 1999

Statement Page Numbe r Fraudulent Statement

24 Strong Sequential Revenue Growt h

Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 91 of 96)

Reason Why Fraudulent

+Growth

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Michael Tunstall, Tony Trousset, K .S . Jangbahadur, Affan Butt) ; Equit y Research (Mark Wolfenberger, Wayne Segal ) July 8, 199 9

Date of

Statement Page Numbe r Fraudulent Statement Reason Why Fraudulen t

29

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston; Investment Banking (Michael Tunstall, Tony Trousset, K .S . Jangbahadur, Affan Butt) ; Equit y Research (Mark Wolfenberger, Wayne Segal ) July 8, 1999

Date of

Tanning is attractively valued relative to its comparables at the proposed filing range based on 1999 and 2000 revenu e multiple s +IPO Discoun t

Statemen t Page Number

29

Exhibit E : Misstatements and Omissions in CSFB's Sales Memos (Page 92 of 96)

Fraudulent Statement

VALUATION DATA

TANN Valuation as of 7/6199 Aggregate Valu e

($ in MM)

CY 99 TANN (at $10 .00) Selected Comparable Companies Scient

R az orfish Viant 1XL Proxicom AppNet Sapient

CY 00

Mkt. Cap. $202

Re vs 3 .2 x

Revs 2 .3 x

$1,809 842 756 1,851 777 515 1 .623

33 .7 x 16-7 17 .9 10 .9 11-6 5-6 5 .9

15 .5 x 11 . 2 10 . 9 7. 3 8.0 4. 1 4.0

11 .6 _x

8. 0 x

Alden - InternedWeb-Enabled Services Companies Reason Why Fraudulen t

+IPO Discoun t

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Michael Tunstall, Tony Trousset, K .S . Jangbahadur, Affan Butt) ; Equit y Research (Mark Wolfenberger, Wa yne Seal ) July 8, 1999

Author(s) Date of Statemen t Page Number Fraudulent

Statement

33

CSFB Research Model FY97 Q1-Mar Actual Total Revenues 25 .2 46 Revenues

Reason Why Fraudulent

-

25 .2

4.6

Q2-Jun Q3-Sep 04-Dec FY98 Actual Actual Actual 5 .6 9 .2 10 .9 30.3

Q1-Mar 02-Jun Q3-Sep Actua l 11 .3 11 .9 12 .5

5 .6 9 .2 10 .9 30.3

11 .3 11 .9 125

04-Dec FY99 01-Mar Q2-Jun 03-Sep Q4-Dec FY0 0 13.0 48 .7 13 .7 150 17.0 20 .0 65 .7 13 .0 48 .7 13 _7 15 0 17.0 20 .0 65 .7

+Estimates

End of TANN Exhibit E : Misstatements and Omissions in CSFB ' s Sales Memos (Page 93 of 96)

iTAitttG

--Tumbleweed om unt Lions Co ration -1'1Vi VD

Report Title

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book"

Author (s)

Credit Suisse First Boston ; Investment Banking (Bill Brady, Ted Smith, Doug Chu, Sandeep Murthy) ; Equity Researc h

Date of

(Kri sten Koh) July 14, 199 9

Statement Page Numbe r

1 Statement of Operati ons Data

Fraudulent Statement

Revenue

Year En 3 1 1997 1998 2000E

729

210 \

.592

2001 E

15,200 29,500

Reason Why Fraudulen t

+Estimate s

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Ted Smith, Doug Chu, Sandeep Murthy) ; Equity Researc h (Kri sten Koh) July 14, 199 9

Date of

Statemen t Page Numbe r Fraudulent

1 Key Sales Points . . .A Transaction- Based Recurring Revenue Model Creates an Attractive Business Mode l

Statemen t Reason Why Fraudulen t

+Growt h

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Ted Smith, Doug Chu, Sandeep Murthy) ; Equity Researc h (Kri sten Koh ) July 14, 1999

Date of

Statemen t Page Number

5

Exhibit E : Misstatements and Omissions in CSFB ' s Sales Memos (Page 94 of 96)

Fraudulent

Key Points to Marketing Tumbleweed Communications . . .A Transaction- Based Recurring Revenue Model Creates a n

Statement

Attractive Business Mode l

Reason Why Fraudulen t Report Title Author(s)

+Growt h

Date of Statemen t Page Numbe r Fraudulent Statemen t Reason Why Fraudulen t Report Title Author (s) Date of Statemen t Page Number Fraudulent Statement Reason Why Fraudulen t Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book "

Credit Suisse First Boston ; Investment Banking (Bill Brady, Ted Smith, Doug Chu, Sandeep Murthy) ; Equity Researc h (Kri sten Koh) July 14, 1999 13 Key Sales Points . . .A Transaction- Based Recurring Revenue Model Creates an Attractive Business Mode l +Growt h "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Ted Smith, Doug Chu, Sandeep Murthy) ; Equity Researc h (Kri sten Koh ) July 14, 1999 26 • We have based our initial valuation of Tumbleweed on 1999 and 2000 revenue multiples for a series of comparabl e Internet companies . • At a range of $12.00 to $14.00 per share, Tumbleweed's implied post-money equity valuation is $290MM to $338M M +Basi s "Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Ted Smith, Doug Chu, Sandeep Murthy) ; Equity Researc h (K ri sten Koh )

Date of

July 14, 1999

Statement Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 95 of 96)

Page Numbe r Fraudulent Statement

26

Reason Why Fraudulen t

+IPO Discoun t

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book" Credit Suisse First Boston ; Investment Banking (Bill Brady, Greg Roth, Joe Orlando, Margaret Coyle, Russell Roenick) ; E uit Research (Todd Raker, Brad Stephens ) October, 1999

• Tumbleweed is attractively valued at a substantial discount to its comparables on a revenue multiple basis : • TMWD : 53 .Ox CY99E Agg . value/revenues and 16 .2x CYOOE Agg . value/revenue s

Date of

Statement Page Numbe r Fraudulent Statement Reason Why Fraudulen t

26

Report Title Author(s)

"Sales Point Broadcast - Initial Public Offering" (and/or) "Equity Sales Book " Credit Suisse First Boston ; Investment Banking (Bill Brady, Ted Smith, Doug Chu, Sandeep Murthy) ; Equity Researc h (Kri sten Koh) July 14, 199 9

Date of Statemen t

CSFB believes that Tumbleweed is undervalued at the $12 .00 -$14.00 range based on multiples of comparable publicl y traded companies and by Tumbleweed's breadth of service offerings, key partnerships and strong management team . +IPO Discoun t

Page Number

29

Fraudulent Statement

Research Mode l 1990 1)1)99 V2N74' 03199E Oprr . l .Q pn mu , : SA- l.IL'.•nc.c lien la• U01 Rsr~ e

Reason Why Fraudulent

I57U4 :07 7 04 0 .5

!I?U 175 .0 40t0

Q 4199E

1999F.

Q 1/00F. Q290)E

b3UU

Pcp

1 .UIc0

j,u}7 .11

aNIU

77V U 900 1

475 0 1,2!0.0

73` 0

1,750.1

IGii U 1192 .0

I 106 0 .0

+Estimate s

End of TMWD Exhibit E : Misstatements and Omissions in CSFB 's Sales Memos (Page 96 of 96)

l .7UVU I .>UV U 200.0

4)316401 2 .430 II 22 .)00

4)4/UOE 21 2001 E WI .) 00613 "X7 7,1itl 7 .0 1 410

14:155 0 Is GJS U M .0

EXHIBIT F : D eclaration of A ntoine Kas p rzak

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORID A

CASE NO .03-CV-20459-MARTINEZIDUB E AMY LIU on behalf of herself and all others similarly situated, Plaintiff, Case No . 03-CV-20459 vs .

CREDIT SUISSE FIRST BOSTON CORPORATION, et al . , Defendants .

DECLARATION OF ANTOINE KASPRZA K 1, ANTOINE KASPRZAK, hereby certify that : (a) I did not purchase the shares of Airspan Networks, Inc . common stock at the direction of plaintiffs counsel or in order to participate in any private action arising under the federal securities laws . (b) I am willing to serve as a representative party on behalf of a class, including providin g testimony if necessary . (c) During the proposed class period, I executed the following Transactions related to Airspan Networks, Inc . common stock :

DAte"

Z

._~_~ .Kj leE,

_ Aznoulot Prir4e;: .' A

13,x ; Cr

I >n 2

4- 7-5©

//Z/. 41~

(d) .1 have not acted as a class representative in :any cases brought under the federal securities laws during the past three years . (e) I will not accept any payment for serving as a representative party on behalf of a clas s beyond the plaintiffs' pro-rata share of any recovery, except as ordered or approved by the court. .

SWORN AND CERTIFIED TI3IS DA Y OF cc4

2003 .

ANTOINE KASPRZA K Address :

2 3 r e-Je s

1 2 2 lre.) Day Phone .fl Home Phone y

-7 11TZ1 /' `Y

-t- J73 f ~ G 3 ,L _3-5' )

19-5

41e.' J`3' 3' 4-3 T

~c 4# 6

K

ICY--

EX HIBIT G : D eclaration of Amy Liu

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORID A Case No .

AMY LIU on behalf of herself and all others similarly situated, Plaintiff,

vs. CREDIT SUISSE FIRST BOSTON CORPORATION, CREDIT SUISSE FIRST BOSTON, INCORPORATED, CREDIT SUISSE FIRST BOSTON-USA, CREDIT SUISSE FIRST BOSTON, CREDIT SUISSE GROUP, FRANK QUATTRONE, GEORGE BOUTROS, WILLIAM BRADY, JOHN M . HENNESSY, ALLEN D . WHEAT, RICHARD THORNBURGH, CHARLES WARD, DAVID A . DENUNZIO, EDWARD NADEL, JOHN HODGE, JACK TEJAVANIJA, AIRSPAN NETWORKS, IN C ., ERIC D. STONESTROM, JOSEPH J . CAFFARELLI, AT ROAD, INC., KRISH PANU, THOMAS C . HOSTER, OCCAM NETWORKS INC . (formerly "ACCELERATED NETWORKS, INC ."), SURESH NIHALANI, FREDERIC T. BOYER, AVANTGO, INC ., RICHARD OWEN, DAV ID B . COOPER, JR ., AUTOWEB .COM, INC . (AUTOBYTEL, real party in interest), DEAN A . DEBIASE, SAMUEL M . HEDGPETH III, BSQUARE CORP ., WILLIAM T . BAXTER, BRIAN V . TURNER, BLUE COAT SYSTEMS, INC . (formerly "CACHEFLOW, INC."), BRIAN M . NESMITH, MICHAEL J . JOHNSON, CLARENT CORP . (VERSO TECHNOLOGIES, INC ., real party in interest), JERRY SHAW-YAU CHANG, RICHARD J . HEAPS, COMMERCE ONE, INC ., MARK B . HOFFMAN, PETER F . PERVERE, CORILLIAN CORP ., TED F. SPOONER, STEVEN SIPOWICZ, CENTILLIUM COMMUNICATIONS, INC ., FARAD AALAEI, JOHN W . LUHTALA, DIGITAL IMPACT, INC ., WILLIAM C . PARK, DAVID OPPENHEIMER, E MACHINES, INC ., STEPHEN A . DUKKER, STEVEN H . MILLER,

CERTIFICATION OF CLASS REPRESENTATIVE REGARDING THE FILING OF A CLASS ACTION COMPLAINT

EFFICIENT NETWORKS, INC ., MARK A . FLOYD, JILL S . MANNING, E .PIPHANY, INC ., ROGER S . SIBONI, KEVIN J . YEAMAN, EVOLVE SOFTWARE, INC ., JOHN P . BANTLEMAN, DOUGLAS S . SINCLAIR, HANDSPRING, INC ., DONNA L. DUBINSKY, BERNARD J . WHITNEY, IMPROVENET, INC ., RONALD B . COOPER, RICHARD G . REECE, INTERNAP NETWORK SERVICES CORP., ANTHONY C . NAUGHTIN, PAUL E . MCBRIDE, INFORMATICA CORP., GAURAV S . DHILLON, CRAIG L. KLOSTERMAN, IPRINT TECHNOLOGIES, INC . (formerly "IPRINT .COM" ; MADETOORDER .COM, INC ., real party in intere st), ROYAL P . FARROS, JAMES P. MCCORMICK, INTRAWARE, INC ., PETER H . JACKSON, DONALD M . FREED, INTERTRUST TECHNOLOGIES CORP ., VICTOR SHEAR, ERWIN N . LENOWITZ, INTERWOVEN, INC ., MARTIN BRAUNS, DAVID M. ALLEN, LUMINENT, INC ., WILLIAM R . SPIVEY, ERIC BLACHNO, LANTE CORP . (SBI AND COMPANY, real party in interest), C . RUDY PURYEAR, BRIAN HENRY, VA SOFTWARE CORPORATION (formerly "VA LINUX SYSTEMS"), LARRY M . AUGUSTIN, TODD B . SCHULL, LIGHTSPAN PARTNERSHIP, INC ., JOHN T . KERNAN, KATHLEEN R . MCELWEE, MCDATA CORPORATION, JOHN F . MCDONNELL, DEE J . PERRY, MULTILINK TECHNOLOGY CORP ., RICHARD N . NOTTENBURG, ERIC M . PILLMORE, MP3.COM (VIVENDI UNIVERSAL NET USA GROUP, INC ., real party in intere st ), MICHAEL L . ROBERTSON, PAUL L . H . OUYANG, NUMERICAL TECHNOLOGIES, INC ., Y . C . (BUNO) PATI, RICHARD MORA, NEW FOCUS, INC ., KENNETH E. WESTRICK, WILLIAM L. POTTS, JR ., NOVATEL WIRELESS, INC ., JOHN MAJOR, MELVIN FLOWERS, ONVIA .COM, INC ., GLENN S . BALLMAN, MARK T. CALVERT, ONYX SOFTWARE CORP ., BRENT R . FREI, SARWAT H . RAMADAN, RAZORFISH, INC . (SBI AND COMPANY, real party in interest), JEFFREY A . DACHIS, SUSAN BLACK, RETEK, INC ., JOHN BUCHANAN, GREGORY A . EFFERTZ, PINNACOR, INC . (formerly "SCREAMINGMEDIA,

INC .")., KEVIN C . CLARK, DAVID M . OBSTLER, SILICON IMAGE, INC ., DAVID D . LEE, DANIEL K . ATLER, SELECTICA, INC ., RAJEN JASWA, STEPHEN BENNION, SIMPLEX SOLUTIONS, INC . (CADENCE DESIGN SYSTEMS, INC ., real party in inte re st), PENELOPE A . HERSCHER, LUIS P . BUHLER, SUPPORTSOFT, INC . (formerly "SUPPORT.COM"), RADHA R . BASU, BRIAN M. BEAT-FIE, TANNING TECHNOLOGY CORP ., LARRY G . TANNING, HENRY F . SKELSEY, TICKETS .COM, INC ., W . THOMAS GIMPLE, JOHN M . MARKOVICH, TUMBLEWEED COMMUNICATIONS CORP., JEFFREY C . SMITH, JOSEPH C . CONSUL, TRITON NETWORK SYSTEMS, INC., HOWARD SPEAKS, KENNETH R . VINES, VIANT CORP. (DIVINE, INC ., real party in interest ), ROBERT L . GETT, M . DWAYNE NESMITH, VITRIA TECHNOLOGY, INC ., JOMEI CHANG, PAUL AUVIL, GLOBESPANVIRATA, INC . (formerly "VIRATA CORP ."), CHARLES COTTON, ANDRE VOUGHT, Defendants .

I, Amy Liu, hereby certify that : (a) I have reviewed the complaint prepared by counsel in the above referenced case, an d have authorized its filing ; (b) I did not purchase the shares of Commerce One common stock at the direction o f plaintiff's counsel or in order to participate in any private action arising under the federal securities laws . (c) I am willing to serve as a representative party on behalf of a class, including providin g testimony at deposition and trial if necessar y (d) During the proposed class period, my deceased husband, Peter Lin, using communit y property, executed the following transactions related to Commerce One common stock :

July 18, 2000 January 19, 2001 January 24, 2001 January 26, 2001 February 5, 2001 March 1, 2001 April 19, 2001 Apri l 27, 2001 May 22, 2001 May 30, 2001 June 8, 2001 June 28, 2001 June 28, 2001 July 2, 2001 July 2, 2001 July 12, 2001 July 12, 2001 July 20, 2001 July 20, 2001

Bought Bought Sold Bought Sold Sold Bought Sold Bought Short Sale Cover S hort Boughtou h t Bought Sold Sold Bought Bought Sold Sold

200 300 300 200 200 60 100 130 90 400 400 500 300 500 500 500 500 200 800

66 .187 5 28.0000 34.812 5 32.312 5 28.7500 17.1250 13 .070 0 9 .5600 9 .260 0 6 .7500 6 .230 0 4.090 0 4.090 0 5 .250 0 5 .2500 5 .2500 5 .2500 3 .8500 3.8500

(e) I have not acted as a class representative in any cases brought under the federal securitie s laws during the past three years . (f) I will not accept any payment for serving as a representative party on behalf of a clas s beyond the plaintiffs' pro-rata share of any recovery, except as ordered or approved b y the court .

SWORN AND CERTIFIED THIS DAY OF -FEL, 2003 .

Amy Liu