Common use of Information Supplied Clause in Contracts

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in the Offer Documents or Proxy Statement will, on the Registration Statement on Form S-4 (together with all amendments thereto, date it is first mailed to the "Registration Statement") to be filed with holders of the SEC by IHK in connection with the issuance of shares of IHK Company Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none date of the information supplied or to be supplied by related stockholder meeting (the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02"Meeting Date"), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If If, at any time prior to the time of such meetingMeeting Date, any event with respect to the Company or any Company Subsidiaryof its Subsidiaries, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SECSEC and, as required by law, disseminated to the stockholders of the Company. The All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, including the Schedule 14D-9 or the Proxy Statement, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act, the Exchange Act or the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the Exchange Act and information required to be contained therein. Notwithstanding the rules and regulations thereunderforegoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Proxy Statement.

Information Supplied. The Schedule 14D-9 None of the information relating to Company and the Company Subsidiaries contained in the Joint Proxy Statement or that is provided by Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other documents to be document filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby by this Agreement will not(a) in the case of the Form S-4, on at the date of its filing or, with respect to time it becomes effective under the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholdersSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by (b) in the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements case of the Exchange Act or other applicable lawJoint Proxy Statement, as at the case may be. None time of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretomailing thereof, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under Company Stockholder Meeting or the Securities Act or at the Effective TimeParent Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and none of the information supplied or (c) with respect to any other document to be supplied filed by Company with the Company and included SEC in connection with the Merger or incorporated the other transactions contemplated by reference in the Proxy Statement (as defined in Section 6.02)this Agreement, as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of its filing with the Company Stockholder MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to The Form S-4 and the time of such meeting, any event Joint Proxy Statement will (with respect to Company, its officers and directors and the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will Subsidiaries) comply as to form in all material respects with the provisions applicable requirements of the Exchange Securities Act and the rules and regulations thereunderExchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of Company or any Company Subsidiaries.

Information Supplied. The Schedule 14D-9 None of the information relating to Parent and the Parent Subsidiaries contained in the Joint Proxy Statement or that is provided by Parent and the Parent Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other documents to be document filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby by this Agreement will not(a) in the case of the Form S-4, on at the date of its filing or, with respect to time it becomes effective under the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholdersSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by (b) in the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements case of the Exchange Act or other applicable lawJoint Proxy Statement, as at the case may be. None time of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretomailing thereof, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under Company Stockholder Meeting or the Securities Act or at the Effective TimeParent Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and none of the information supplied or (c) with respect to any other document to be supplied filed by Parent with the Company and included SEC in connection with the Merger or incorporated the other transactions contemplated by reference in the Proxy Statement (as defined in Section 6.02)this Agreement, as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of its filing with the Company Stockholder MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to The Form S-4 and the time of such meeting, any event Joint Proxy Statement will (with respect to Parent, its officers and trustees and the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will Parent Subsidiaries) comply as to form in all material respects with the provisions applicable requirements of the Exchange Securities Act and the rules and regulations thereunderExchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of Parent or any Parent Subsidiaries.

Information Supplied. The Schedule 14D-9 and None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in any documents filed or to be filed with the Commission or any other documents Governmental Entity in connection with the transactions contemplated hereby, including (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) the information to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), (iv) the Proxy Statement and (v) the other transactions contemplated hereby will notinformation to be filed by the Company in connection with the Merger pursuant to Section 14(c) of the Exchange Act (the "Section 14(c) Information Statement"), on will, at the date respective times such documents are filed, and also in the case of its filing orthe Offer Documents, with respect to the Schedule 14D-9, on the date it is filed with Information Statement and the SEC Section 14(c) Information Statement, at the respective times the Offer Documents, the Schedule 14D-9, the Information Statement and the Section 14(c) Information Statement are first published, sent or given to the Company's stockholders, and also, in the case of the Proxy Statement, at the time the Proxy Statement is first mailed to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingmisleading (or necessary to correct any statement in any earlier communication), except that no representation or warranty is made by the Company with respect to information supplied in writing by statements made or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed based on information supplied by IHK Parent or Merger Sub with the SECin writing specifically for inclusion or incorporation by reference therein. The Schedule 14D-9 14D-9, the Information Statement, the Proxy Statement and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law Section 14(c) Information Statement will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderthereunder and will comply in all respects with the applicable requirements of the DGCL.

Information Supplied. The Schedule 14D-9 and any other documents None of the information supplied or to be filed supplied by the Company with the SEC for inclusion or any other governmental incorporation by reference in (a) one or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, more registration statements on the date of its filing or, with respect Form S-4 to the Schedule 14D-9, on the date it is be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in (i) the Merger will be registered with the SEC (including any amendments or supplements, a “Merger Registration Statement”) and first published(ii) the Exchange Offer will be registered with the SEC (including the consent solicitation and prospectus constituting a part thereof (the “Exchange Prospectus”), sent or given to stockholdersan “Exchange Registration Statement” and, together with the Merger Registration Statement, the “Registration Statements”) shall, at the time such Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by or (b) the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Joint Proxy Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it is first mailed to stockholders of the Company, or Company and to stockholders of Parent and at the time of the Company Stockholder Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior Subject to the time accuracy of such meetingthe first sentence of Section 5.8, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Exchange Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Exchange Prospectus and the Joint Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied in writing by or on behalf of the Company Constellation Parties, any Contributed Entity or any Contributed Entity Subsidiary for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretowill, at the "Registration Statement") to be time such document is filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the Registration Statement becomes effective under the Securities Act or at the Effective TimeSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in (ii) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it is first mailed to the common stockholders of the CompanyNova I and Nova II, or at the time of the Company Stockholder Nova I Stockholders Meeting and the Nova II Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Closing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. If at any time prior All documents that Constellation OP is responsible for filing with the SEC in connection with the Constellation OP Contribution or the RED REIT Contribution, to the time of such meetingextent relating to Constellation OP, RED REIT, any event with respect to the Company Contributed Entity or any Company Subsidiary, Contributed Entity Subsidiary or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statementon behalf of Constellation OP, shall occur which is required to be described in an amendment ofRED REIT, any Contributed Entity or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company any Contributed Entity Subsidiary for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of applicable Law as to the Exchange Act information required to be contained therein. The representations and warranties contained in this Section 4.03(s) will not apply to statements or omissions included in the rules and regulations thereunderForm S-4 or the Proxy Statement to the extent based upon information supplied to the Constellation Parties by or on behalf of the Other Parties.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied in writing by the Company or on behalf of Polaris or any Polaris Subsidiary for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretowill, at the "Registration Statement") to be time such document is filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the Registration Statement becomes effective under the Securities Act or at the Effective TimeSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in (ii) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it is first mailed to the common stockholders of the CompanyConstellation and Sirius, or at the time of the Company Stockholder Constellation Stockholders Meeting and the Sirius Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Sirius-Polaris Merger Effective Time and the Constellation-Polaris Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. If at All documents that Polaris or any time prior Polaris Subsidiary is responsible for filing with the SEC in connection with the Mergers, to the time of such meetingextent relating to New Polaris, any event with respect to the Company Polaris or any Company Subsidiary, Polaris Subsidiary or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, on behalf of Polaris or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company any Polaris Subsidiary for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of applicable Law as to the Exchange Act information required to be contained therein. The representations and warranties contained in this Section 4.01(t) will not apply to statements or omissions included in the rules and regulations thereunderForm S-4 or the Proxy Statement to the extent based upon information supplied to Polaris by or on behalf of the Other Parties.

Information Supplied. The Schedule 14D-9 Each of Parent, Merger Sub and the Company agrees, as to it and its Affiliates, directors, officers, employees, agents or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement or any other documents filed or to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will nothereby, on will, as of the date of its filing or, with respect time such documents (or any amendment thereof or supplement thereto) are mailed to the Schedule 14D-9, on holders of shares of Company Common Stock and at the date it is filed with time of the SEC and first published, sent or given to stockholdersCompany Stockholders Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent or Merger Sub which should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement, would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by Parent shall promptly notify the Company with respect and, to information supplied in writing the extent required by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with and any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable lawLaws, as the case may be. None of the information supplied or to be supplied by the Company for inclusion shall amend or incorporation by reference in supplement the Offer Documents Proxy Statement promptly to disclose such event or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") circumstance. If at any time prior to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement, would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior , the Company shall promptly notify Parent and, to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied extent required by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and any other applicable Laws, the rules and regulations thereunderCompany shall amend or supplement the Proxy Statement promptly to disclose such event or circumstance.

Information Supplied. The Schedule 14D-9 Subject to the accuracy of the representations and any other documents warranties of the Partnership and the Partnership GP, set forth in Section 3.7, none of the information supplied (or to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied supplied) in writing by or on behalf of IHK or Merger Sub expressly Parent (including, for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and avoidance of doubt, any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied (or to be supplied) in writing by Parent with respect to KMP, KMR, the KMP Merger or the KMR Merger, whether or not originally supplied to Parent by the Company KMP, KMR or any other Person) specifically for inclusion or incorporation by reference in the Offer Documents or (a) the Registration Statement on Form S-4 (together with all amendments theretowill, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of (b) the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, Schedule 13E-3 will, at the time the Schedule 13E-3, or any amendment or supplement thereto, is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, (c) the Partnership Proxy Statement will, on the date it is first mailed to stockholders of the CompanyLimited Partners, or and at the time of the Company Partnership Unitholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading and (d) the Parent Proxy Statement will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to Notwithstanding the time of such meetingforegoing, any event Parent makes no representation or warranty with respect to the Company or any Company Subsidiary, or with respect to other information supplied by or on behalf of the Company Partnership for inclusion or incorporation by reference in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions any of the Exchange Act and the rules and regulations thereunderforegoing documents.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company Spartan Stores for inclusion or incorporation by reference in the Offer Documents or (a) the Registration Statement on Form S-4 (together with all amendments theretowill, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and none of or (b) the information supplied or to be supplied by the Company and included or incorporated by reference in the Joint Proxy Statement (as defined in Section 6.02), as supplemented if necessary, willStatement, at the date it is first mailed to stockholders of the Company, or Spartan Stores’ Shareholders and Xxxx-Xxxxx’x Stockholders and at the time of the Company Spartan Stores Shareholder Meeting and the Xxxx-Xxxxx Stockholder Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior The Joint Proxy Statement (other than the portions thereof relating solely to the Xxxx-Xxxxx Stockholder Meeting) will at the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Joint Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as at any time it relates is amended or supplemented, at the time it becomes effective under the Securities Act and at the date it is first mailed to other information supplied by the Company for inclusion thereinSpartan Stores Shareholders and Xxxx-Xxxxx Stockholders, will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by Spartan Stores or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Xxxx-Xxxxx for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied in writing by the Company or on behalf of Sirius or any Sirius Subsidiary for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretowill, at the "Registration Statement") to be time such document is filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the Registration Statement becomes effective under the Securities Act or at the Effective TimeSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in (ii) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it is first mailed to the common stockholders of the CompanyPolaris and Constellation, or at the time of the Company Stockholder Polaris Stockholders Meeting and the Constellation Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Sirius-Polaris Merger Effective Time and the Constellation-Polaris Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. If at any time prior All documents that Sirius is responsible for filing with the SEC in connection with the Mergers, to the time of such meeting, any event with respect extent relating to the Company Sirius or any Company Subsidiary, Sirius Subsidiary or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, on behalf of Sirius or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company any Sirius Subsidiary for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of applicable Law as to the Exchange Act information required to be contained therein. The representations and warranties contained in this Section 4.02(t) will not apply to statements or omissions included in the rules and regulations thereunderForm S-4 or the Proxy Statement to the extent based upon information supplied to Sirius by or on behalf of the Other Parties.

Information Supplied. The Schedule 14D-9 Subject to the accuracy of the representations and any other documents warranties of Parent and Merger Sub set forth in Section 4.9, none of the information supplied (or to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied supplied) in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein the Partnership and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company Partnership GP specifically for inclusion or incorporation by reference in (a) the Offer Documents or the Registration Statement registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK Parent in connection with the issuance of shares of IHK Common Parent Class P Stock in connection with the Merger and (as contemplated by Section 2.06 will amended or supplemented from time to time, the “Registration Statement”) will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none (b) the Rule 13e-3 transaction statement on Schedule 13E-3 relating to the approval of the information supplied or to be supplied this Agreement by the Company and included or incorporated by reference in the Proxy Statement Limited Partners (as defined in Section 6.02)amended or supplemented, as supplemented if necessary, the “Schedule 13E-3”) will, at the time the Schedule 13E-3, or any amendment or supplement thereto, is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, (c) the Partnership Proxy Statement will, on the date it is first mailed to stockholders of the CompanyLimited Partners, or and at the time of the Company Partnership Unitholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading and (d) the proxy statement filed by Parent with the SEC in connection with Parent Stockholder Approval (the “Parent Proxy Statement” and together with the Partnership Proxy Statement, the “Proxy Statements”) will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the The Partnership Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions applicable requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunderforegoing, the Partnership makes no representation or warranty with respect to information supplied by or on behalf of Parent or Merger Sub (including, for the avoidance of doubt, any information supplied by Parent with respect to KMP, KMR, the KMP Merger or the KMR Merger, whether or not originally supplied to Parent by KMP, KMR or any other Person) for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. The Schedule 14D-9 information relating to the Company and any other documents its Subsidiaries to be filed by contained in the joint proxy statement in preliminary and definitive form relating to the Company with the SEC or any other governmental or regulatory authority in connection with the Offer Special Meeting and the other transactions contemplated hereby Parent Special Meeting, which will be used as a prospectus of Parent with respect to the Parent Stock issuable in the Merger (together with any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), and the registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Stock in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement/Prospectus will be included as a prospectus of Parent (together with any amendments or supplements thereto, the “Form S-4”) will not, on the date of its filing or, with respect the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the Schedule 14D-9stockholders of the Company and Parent, on or at the time the Form S-4 (and any amendment or supplement thereto) is filed and the date it is declared effective or any post-effective amendment thereto is filed or is declared effective, or at the time of the Company Special Meeting or the Parent Special Meeting (each, as it may be adjourned or postponed in accordance with the SEC and first published, sent or given to stockholdersterms hereof), contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. The Joint Proxy Statement/Prospectus (other than the portions thereof relating solely to the meeting of the shareholders of Parent) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that and any other applicable federal securities Laws. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included made or incorporated by reference in the Joint Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at Statement/Prospectus or the date mailed to stockholders Form S-4 which were not supplied by or on behalf of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied in writing by or on behalf of the Company Newco Parties for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretoor Form S-11 will, at the "Registration Statement") to be time such document is filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the Registration Statement becomes effective under the Securities Act or at the Effective TimeSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in (ii) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it is first mailed to the common stockholders of the CompanyNova I or Nova II, or at the time of the Company Stockholder Nova I Stockholders Meeting or Nova II Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Nova I Merger Effective Time or Nova II Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. If at any time prior All documents that the Newco Parties are responsible for filing with the SEC in connection with the Mergers, to the time of such meeting, any event with respect extent relating to the Company Newco Parties or any Company Subsidiary, or with respect to other information supplied by or on behalf of the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company Newco Parties for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of applicable Law as to the Exchange Act information required to be contained therein. The representations and warranties contained in this Section 4.04(e) will not apply to statements or omissions included in the rules and regulations thereunderForm S-11, Form S-4 or the Proxy Statement to the extent based upon information supplied to the Newco Parties on behalf of the Other Parties.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company NHC/OP Sub or Parent specifically for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretowill, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement Form S-4 becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of (ii) the information supplied or to be supplied by the Company and included or incorporated by reference in the Joint Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it is first mailed to stockholders each of the Company, or ’s stockholders and Parent’s stockholders and at the time of each of the Company Stockholder Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading or (iii) the Schedule 13E-3 will, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which Schedule 13E-3 is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Joint Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, Statement and Schedule 13E-3 will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder. No representation or warranty is made by NHC/OP Sub or Parent with respect to statements relating to the Company or any of its Subsidiaries made or incorporated by reference in the Joint Proxy Statement, the Form S-4 or the Schedule 13E-3 based on information supplied by the Company or any of its Subsidiaries for inclusion or incorporation by reference in the Joint Proxy Statement, the Form S-4 or the Schedule 13E-3, as the case may be.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company in writing specifically for inclusion or incorporation by reference in (i) any of the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretowill, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act Offer Documents are first published, sent or given to holders of Company Common Stock, and at the Effective Timeany time they are amended or supplemented, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and none (ii) the Proxy Statement, if any, will contain, on the date it is first mailed to the holders of the information supplied Company Common Stock or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Companyrelated stockholders' meeting (the "Meeting Date"), or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time expiration or termination of such meetingthe Offer, the acceptance for payment of Shares pursuant to the Offer or the Meeting Date (if applicable), any event with respect to the Company or any Company SubsidiaryCompany, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement Offer Documents or the Registration Proxy Statement, as applicable, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statementsuch document, such event shall be so described, described by the Company and such amendment or supplement shall be promptly filed furnished to Parent. All documents that the Company is responsible for filing with the SEC. The Proxy StatementSEC in connection with the transactions contemplated herein, insofar as it relates to the Company or other information supplied by the Company specifically for inclusion therein, will comply as to form form, in all material respects respects, with the provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or Sub for inclusion in the Offer Documents or the Proxy Statement.

Information Supplied. The Offer Documents and the Schedule 14D-9 TO will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other documents to be filed applicable law, and will conform in all material respects with the requirements of the Exchange Act and any other applicable law. The information contained in the Schedule TO and the Offer Documents (other than information furnished in writing by the Company with expressly for inclusion in the SEC Schedule TO or any other governmental or regulatory authority in connection with the Offer Documents, as to which Parent and the other transactions contemplated hereby Merger Sub make no representations or warranties) will not, on at the date of its filing or, with respect to respective times the Schedule 14D-9, on the date it is TO and such Offer Documents are filed with the SEC (or such filings are amended or supplemented) and first published, sent or given to stockholdersholders of Company Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company Parent or Merger Sub or any affiliate of Parent for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretoSchedule 14D-9 will, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under Schedule 14D-9 is filed with the Securities Act SEC, and at any time it is amended or at the Effective Timesupplemented, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingtherein, and none in light of the information supplied circumstances under which they are made, not misleading or to be supplied by the Company and included or incorporated by reference in (ii) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the respective times filed with the SEC or any other regulatory agency, on the date it is mailed to stockholders the holders of the Company, Company Common Stock or at the time of the Company Stockholder Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, Effective Time any event with respect relating to the Company Parent, Merger Sub or any Company Subsidiaryof their respective subsidiaries, affiliates, officers or with respect to other information supplied directors should be discovered by the Company for inclusion in the Proxy Statement Parent or the Registration Statement, shall occur Merger Sub which is required to be described set forth in an amendment of, or a supplement to, to the Proxy Statement or the Registration Statement, such event shall be so described, and such an amendment or supplement to the Offer Documents, the Schedule TO or the Schedule 14D-9, Parent and Merger Sub shall be promptly filed with inform the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderCompany.

Information Supplied. The Schedule 14D-9 and any other documents 14D-9, Proxy/Information Statement. None of the information supplied or to be filed supplied by or on behalf of the Company with the SEC or any other governmental of its Subsidiaries specifically for inclusion or regulatory authority incorporation by reference in connection with the Offer and the other transactions contemplated hereby Documents will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and on the date first published, sent or given to the Company’s stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. On the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, the Schedule 14D-9 (i) will comply in all material respects with the Securities Laws and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by or on behalf of IHK Parent, any of its Subsidiaries or Merger Sub expressly for inclusion therein any employees, agents and information incorporated by reference therein from documents filed by IHK representatives, including any investment banker, financial advisor, attorney, accountant or Merger Sub with other advisor, agent, representative, intermediary or Affiliate (collectively as to each Party, its “Representatives”) of Parent or any of its Subsidiaries. On the SEC. The Schedule 14D-9 and any such other documents filed by date it is first mailed to the Company with Company’s stockholders and, if applicable, the SEC under date of the Exchange Act or with any other Governmental Entity under applicable law Stockholders Meeting, the Proxy/Information Statement, if any, (x) will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 Securities Laws and (together with all amendments thereto, the "Registration Statement"y) to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event except that no representation or warranty is made with respect to the Company statements made or any Company Subsidiary, or with respect to other incorporated by reference therein based on information supplied by the Company for inclusion in the Proxy Statement or the Registration Statementon behalf of Parent, shall occur which is required to be described in an amendment of, any of its Subsidiaries or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions any of the Exchange Act and the rules and regulations thereundertheir Representatives.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company Drilex for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK Bakex Xxxhxx in connection with the issuance of shares of IHK Common Bakex Xxxhxx Xxxmon Stock in the Merger and as contemplated by Section 2.06 will (the "S-4") will, at the time the Registration Statement S-4 becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company Drilex and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, Drilex or at the time of the Company Stockholder Meetingmeeting of such stockholders to be held in connection with the Merger or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, Effective Time any event with respect to the Company Drilex or any Company Subsidiaryof its Subsidiaries, or with respect to other information supplied by the Company Drilex for inclusion in the Proxy Statement or the Registration StatementS-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration StatementS-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SECSEC and, as required by law, disseminated to the stockholders of Drilex. The Proxy Statement, insofar as it relates to Drilex or its Subsidiaries or other information supplied by the Company Drilex for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.. (f) Absence of Certain Changes or Events. Except as disclosed in, or reflected in the financial statements included in, the Drilex SEC Documents or on Schedule 3.1(f), or except as contemplated by this Agreement, since December 31, 1996, there has not been: (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Drilex's capital stock; (ii) any amendment of any material term of any outstanding equity security of Drilex or any Subsidiary; (iii) any repurchase, redemption or other acquisition by Drilex or any Subsidiary of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Drilex or any Subsidiary, except as contemplated by Drilex Benefit Plans; (iv) any material change in any method of accounting or accounting practice or any tax method, practice or election by Drilex or any Subsidiary; or (v) any other transaction, commitment, dispute or other event or condition (financial or otherwise) of any character (whether or not in the ordinary course of business) that has had a Material Adverse Effect on Drilex, except for general economic changes and changes that may affect the industries of Drilex or any of its Subsidiaries generally. (g)

Information Supplied. The Schedule 14D-9 and any other documents None of the information supplied or to be filed supplied by the Company with the SEC Mesa or any other governmental of its affiliates (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) for inclusion or regulatory authority incorporation by reference in the registration statement of Armada on Form S-4, or on any similar successor form thereto, or any amendment or supplement thereto pursuant to which shares of Armada Common Stock issuable as part of the Acquisition Consideration, upon exercise of all Converted Options, Converted Restricted Stock Grants and Converted Warrants or otherwise in connection with the Offer and Acquisition will be registered with the other transactions contemplated hereby SEC (the “Registration Statement”) will not, on at the date of its filing time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the Schedule 14D-9, on the date it is filed with the SEC and first published, sent time such post-effective amendment or given to stockholderssupplement becomes effective), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, (with respect to any prospectus included as part of such registration statement, in light of the circumstances under which they are were made), not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents proxy statement of Mesa to be filed by as part of the Company Registration Statement with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance Acquisition and to be sent to the stockholders of shares Mesa in connection with the Acquisition, and any amendments or supplements thereto (collectively, the “Proxy Statement”) will not, on the date it is first mailed to the stockholders of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective TimeMesa, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the The Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunderforegoing, no representation or warranty is made by Mesa with respect to statements included or incorporated by reference in the Registration Statement or Proxy Statement based on information supplied by Armada or any of their respective representatives or advisors in writing specifically for use or incorporation by reference therein.

Information Supplied. The Schedule 14D-9 Each of Parent and the Company agrees, as to it and its Affiliates and Representatives, that none of the information supplied or to be supplied by Parent or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement or any other documents filed or to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will nothereby, on will, as of the date of its filing or, with respect time such documents (or any amendment thereof or supplement thereto) are mailed to the Schedule 14D-9, on holders of shares of Company Common Stock and at the date it is filed with time of the SEC and first published, sent or given to stockholdersStockholders Meeting, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Each of Parent, except that no representation is made by Merger Sub and the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly further agrees that all documents that such party is responsible for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company filing with the SEC under in connection with the Exchange Act or with any other Governmental Entity under applicable law Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and any other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger Law and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, not contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the time of such meetingStockholders Meeting, any event with respect or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement, Parent shall promptly inform the Company and, if requested by Parent, the Company shall amend or supplement the Proxy Statement promptly to disclose such event or circumstance. If at any time prior to the Stockholders Meeting, any event or circumstance relating to the Company or any Company Subsidiaryof its Subsidiaries, or with respect to other information supplied their respective officers or directors, should be discovered by the Company for inclusion that should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Parent and, if requested by Parent, the Company shall amend or supplement the Proxy Statement promptly to disclose such event or circumstance. Without limitation of the Registration Statementforegoing, if at any time prior to the Stockholders Meeting any event shall occur which that is required by applicable Law to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such an amendment or supplement shall be promptly filed with the SEC. The Proxy StatementSEC and, insofar as it relates required by Law, disseminated to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderCommon Stockholders.

Information Supplied. The Schedule 14D-9 information relating to the Company and any other documents its Subsidiaries to be filed by contained in the proxy statement in preliminary and definitive form relating to the Company Special Meeting, which will be used as a prospectus of Parent in the United States with respect to the SEC Parent Shares issuable in the Merger (together with any amendments or any other governmental or regulatory authority in connection with supplements thereto, the Offer “Proxy Statement/Prospectus”), and the other transactions contemplated hereby registration statement on Form F-4 pursuant to which the offer and sale of Parent Shares in the Merger will be registered pursuant to the Securities Act and in which the Proxy Statement/Prospectus will be included as a prospectus of Parent (together with any amendments or supplements thereto, the “Form F-4”) will not, on the date of its filing or, with respect the Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the Schedule 14D-9, on stockholders of the date it Company or at the time the Form F-4 (and any amendment or supplement thereto) is filed with declared effective or at the SEC and first published, sent or given to stockholderstime of the Company Special Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as information relating to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference its Subsidiaries to be contained in the Proxy Statement (as defined in Section 6.02)Parent Circular will not, as supplemented if necessary, will, at on the date the Parent Circular (and any amendment or supplement thereto) is first mailed to stockholders the shareholders of the Company, Parent or at the time of the Company Stockholder Parent Special Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, /Prospectus will comply as to form in all material respects as to form with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Proxy Statement/Prospectus, the Parent Circular or the Form F-4 which were not supplied by or on behalf of the Company.

Information Supplied. The Schedule 14D-9 Subject to the accuracy of the representations and any other documents warranties of Parent, Holdings and Merger Sub set forth in Section 5.9, none of the information supplied (or to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied supplied) in writing by or on behalf of IHK the Partnership or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company General Partner specifically for inclusion or incorporation by reference in (a) the Offer Documents or the Registration Statement registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK Parent in connection with the issuance of shares of IHK Common Stock Parent Shares in connection with the Merger and (as contemplated by Section 2.06 will amended or supplemented from time to time, the “Registration Statement”) will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of (b) the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, Schedule 13E-3 will, at the date mailed to stockholders of time the CompanySchedule 13E-3, or at any amendment thereto, is filed with the time of the Company Stockholder MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior , and (c) the Consent Solicitation Statement/Prospectus will, on the date it is first mailed to the time Limited Partners, contain any untrue statement of such meetinga material fact or omit to state any material fact necessary in order to make the statements therein, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or light of the Registration Statementcircumstances under which they are made, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SECnot misleading. The Proxy Consent Solicitation Statement, insofar as it relates to other information supplied by /Prospectus and the Company for inclusion therein, Schedule 13E-3 will comply as to form in all material respects with the provisions applicable requirements of the Securities Act or Exchange Act and Act, as applicable. Notwithstanding the rules and regulations thereunderforegoing, neither the General Partner nor the Partnership makes any representation or warranty with respect to information supplied by or on behalf of Parent, Holdings or Merger Sub for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company in writing for inclusion or incorporation by reference in (i) any of the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretowill, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act Offer Documents are first published, sent or given to holders of Company Common Stock and at the Effective Timeany time they are amended or supplemented, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, (ii) the Schedule TO and all amendments thereto will, at the times filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and none of (iii) the proxy statement or information supplied or statement relating to be supplied by the Company and included Stockholders Meeting (such proxy statement or incorporated by reference in information statement as amended or supplemented from time to time being hereinafter referred to as the "Proxy Statement (as defined in Section 6.02), as supplemented if necessary, Statement") will, at the respective times filed with the SEC or any other regulatory agency, on the date mailed to stockholders the holders of the Company, or Company Common Stock and at the time of the Company Stockholder Meeting, Stockholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meetingEffective Time, any event with respect relating to the Company Company, affiliates, officers or any Company Subsidiary, or with respect to other information supplied directors should be discovered by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described set forth in an amendment of, or a supplement to, to the Proxy Statement or the Registration Statement, such event shall be so described, and such an amendment or supplement to the Offer Documents or the Schedule 14D-9, the Company shall be promptly filed with the SECinform Parent and Merger Sub. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained in any of the foregoing documents.

Information Supplied. The Schedule 14D-9 Subject to the accuracy of the representations and any other documents warranties of Parent and Merger Sub set forth in Section 5.11, none of the information supplied (or to be supplied) in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in (a) the Form S-4 to be filed with the SEC by Parent in connection with the Company Share Issuance will, at the time the Form S-4, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any other governmental untrue statement of a material fact or regulatory authority omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, and (b) the proxy statement to be sent to the Company Stockholders in connection with the Offer and Company Stockholders’ Meeting (such proxy statement, amended or supplemented, being referred to herein as the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9“Proxy Statement”) will, on the date it is filed with first mailed to the SEC Company Stockholders, and first published, sent or given to stockholdersat the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company or necessary to correct any statement in any earlier communication with respect to information supplied in writing by the solicitation of a proxy for the Company Stockholders’ Meeting or on behalf of IHK the subject matter thereof which have become false or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SECmisleading. The Schedule 14D-9 and Proxy Statement (except for such portions thereof that relate only to Parent or any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law Subsidiary of Parent) will comply as to form in all material respects with the applicable requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. The Schedule 14D-9 and any other documents None of the information relating to be filed by the Company with the SEC REIT I Parties or any other governmental REIT I Subsidiary contained or regulatory authority incorporated by reference in the REIT I Proxy Statement or the Form S-4 or that is provided by any of the REIT I Parties or any other REIT I Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the Offer and the other transactions contemplated hereby by this Agreement will not(a) in the case of the REIT I Proxy Statement, on at the date time of its filing orthe initial mailing thereof, with respect to at the Schedule 14D-9time of the REIT I Stockholders Meeting, on at the date it time the Form S-4 is filed with declared effective by the SEC and first published, sent or given to stockholdersat the REIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by or (b) in the Company case of the Form S-4 or with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents any other document to be filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company REIT I with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in Mergers or the Merger and as other transactions contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Timethis Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of its filing with the Company Stockholder MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior All documents that REIT I is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the time of such meetingextent relating to REIT I, any event with respect to its officers, directors and partners and the Company REIT I Subsidiaries (or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, on behalf of REIT I or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company any REIT I Subsidiaries for inclusion therein, ) will comply as to form in all material respects with the provisions applicable requirements of the Exchange Securities Act and the rules and regulations thereunder.Exchange Act; provided, that no 38

Information Supplied. The Schedule 14D-9 Subject to the accuracy of the representations and any other documents warranties of Parent and Merger Sub set forth in Section 4.9, none of the information supplied (or to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied supplied) in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein the Partnership, the Partnership GP and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company Partnership GP Delegate specifically for inclusion or incorporation by reference in (a) the Offer Documents or the Registration Statement registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK Parent in connection with the issuance of shares of IHK Common Parent Class P Stock in connection with the Merger and (as contemplated by Section 2.06 will amended or supplemented from time to time, the “Registration Statement”) will, at the time the Registration Statement Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none (b) the Rule 13e-3 transaction statement on Schedule 13E-3 relating to the approval of the information supplied or to be supplied this Agreement by the Company and included or incorporated by reference in the Proxy Statement Limited Partners (as defined in Section 6.02)amended or supplemented, as supplemented if necessary, the “Schedule 13E-3”) will, at the time the Schedule 13E-3, or any amendment or supplement thereto, is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading, (c) the Partnership Proxy Statement will, on the date it is first mailed to stockholders of the CompanyLimited Partners, or and at the time of the Company Partnership Unitholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading and (d) the proxy statement filed by Parent with the SEC in connection with Parent Stockholder Approval (the “Parent Proxy Statement” and together with the Partnership Proxy Statement, the “Proxy Statements”) will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the The Partnership Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions applicable requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunderforegoing, the Partnership makes no representation or warranty with respect to information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. The Schedule 14D-9 Each of the Parent Parties and any other documents the SXCP Parties agrees, as to itself and its Subsidiaries, that (i) none of the information supplied or to be filed supplied by it for inclusion or incorporation by reference in the Company with Registration Statement will, at the SEC time the Registration Statement and each amendment or any other governmental or regulatory authority in connection with supplement thereto, if any, becomes effective under the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholdersSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None (ii) none of the information supplied or to be supplied by the Company it for inclusion or incorporation by reference in the Offer Documents Prospectus/Consent Statement/Proxy Statement and any amendment or the Registration Statement on Form S-4 (together with all amendments theretosupplement thereto will, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time date the Registration Prospectus/Consent Statement/Proxy Statement becomes effective under is mailed to the Securities Act Holders of SXCP Common Units or at the Effective TimeParent Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. If at any time Each of the Parent Parties and the SXCP Parties further agrees that, if it shall become aware prior to the time Closing Date of such meeting, any event information that would cause any of the statements in the Registration Statement or the Prospectus/Consent Statement/Proxy Statement to be false or misleading with respect to the Company or any Company Subsidiarymaterial fact, or with respect omit to other information supplied by state any material fact necessary to make the Company for inclusion statements therein, in the Proxy Statement light of the circumstances under which they were made, not false or misleading, it will promptly inform the Registration Statement, shall occur which is required other party thereof and take the necessary steps to be described correct such information in an amendment of, or a supplement to, to the Proxy Registration Statement or the Registration Prospectus/Consent Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The /Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company Camco for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Schlumberger Common Stock in the Merger and as contemplated by Section 2.06 will (the "S-4") will, at the time the Registration Statement S-4 is filed with the SEC or when it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company Camco and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, Camco or at the time of the Company Stockholder Meetingmeeting of such stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, Effective Time any event with respect to the Company Camco or any Company Subsidiaryof its Subsidiaries, or with respect to other information supplied by the Company Camco for inclusion in the Proxy Statement or the Registration StatementS-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration StatementS-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SECSEC and, as required by law, disseminated to the stockholders of Camco. The Proxy Statement, insofar as it relates to Camco or its Subsidiaries or other information supplied by the Company Camco for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representations or warranties are made by Camco with respect to statements made or incorporated by reference therein based on information supplied by any member of the STC Affiliated Group.

Information Supplied. The Schedule 14D-9 None of the information relating to WPZ and its affiliates supplied in writing by WPZ specifically for inclusion, or to be incorporated by reference, in the Proxy Statement or in any other documents document to be filed in connection with the transactions contemplated by the Company this Agreement with the SEC or any other governmental Governmental Authority, including any exhibits or regulatory authority in connection with schedules thereto, will at the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is respective times filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinother Governmental Authority and, in light of the circumstances under which they are madeaddition, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it or any amendment or supplement thereto is mailed to stockholders of the Company, or stockholders; and at the time of the Company Stockholder Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If If, at any time prior to the time Effective Time, WPZ should become aware of such meeting, any event with respect relating to the any WPZ Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which that is required by applicable Law to be described set forth in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event WPZ shall promptly so inform Parent and Merger Subsidiary and shall promptly file or cause to be so described, and filed such amendment or supplement shall be promptly filed with the SECsupplement. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, Statement will comply as to form in all material respects with the provisions Exchange Act, and shall not, when filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Exchange Act and circumstances under which they were made, not misleading; provided, however, that no agreement or representation hereby is made or shall be made by WPZ with respect to information supplied by Parent or Merger Subsidiary in writing expressly for inclusion in the rules and regulations thereunderProxy Statement or in any other document to be filed in connection with the transactions contemplated by this Agreement.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") registration statement to be filed with the SEC by IHK Parent in connection with the issuance of shares of IHK Common Parent Stock Issuance (the “Parent Registration Statement”) or in the Merger and as contemplated by Section 2.06 will management proxy circular of the Parent to approve the Parent Stock Issuance (the “Parent Circular”) will, (a) at the time the Parent Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities Act Act, or (b) at the date it is first mailed to the Parent stockholders or at the Effective Timetime of the Parent Stockholder Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none . None of the information supplied or to be supplied by or on behalf of the Company and included for inclusion or incorporated incorporation by reference in the Company Proxy Statement statement to be filed with the SEC and sent to the Company’s stockholders in connection with the Merger and the other transactions contemplated by this Agreement and to the Parent’s stockholders in connection with the Parent Stock Issuance (as defined in Section 6.02)including any amendments or supplements thereto, as supplemented if necessary, the “Company Proxy Statement”) will, at the date it is first mailed to stockholders of the Company, ’s and Parent’s stockholders or at the time of the Company Stockholder MeetingStockholders Meeting or Parent Stockholders meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the time of such meeting, any event with respect to the The Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunderforegoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information that was not supplied by or on behalf of the Company.

Information Supplied. The Schedule 14D-9 and None of the information relating to REIT II, any REIT II Subsidiary or the Advisor, acting in its capacity as REIT II Advisor, contained or incorporated by reference in the Proxy Statement or the Form S‑4 or that is provided by REIT II, any REIT II Subsidiary or the Advisor, acting in its capacity as REIT II Advisor, in writing for inclusion or incorporation by reference in any document filed with any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority Governmental Authority in connection with the Offer and the other transactions contemplated hereby by this Agreement will not(a) in the case of the Proxy Statement, on at the date time of its filing orthe mailing thereof, with respect to at the Schedule 14D-9time of the Stockholders Meeting, on at the date it time the Form S‑4 is filed with declared effective or at the SEC and first published, sent or given to stockholdersMerger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by or (b) in the Company case of the Form S‑4 or with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents any other document to be filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company REIT II with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in Merger or the Merger and as other transactions contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Timethis Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of its filing with the Company Stockholder MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior All documents that REIT II is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the time of such meetingextent relating to REIT II, any event with respect to its officers, directors and partners and the Company REIT II Subsidiaries (or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, on behalf of REIT II or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company any REIT II Subsidiaries for inclusion therein, ) will comply as to form in all material respects with the provisions applicable requirements of the Exchange Securities Act and the rules and regulations thereunder.Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by REIT I.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company expressly for inclusion or (to the extent permitted by applicable Rules of the SEC) incorporation by reference in (i) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretoshall, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes Form S-4 is declared effective by the SEC under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, not misleading, and none of (ii) the information supplied or to be supplied by the Company and included or incorporated by reference in the Joint Proxy Statement (as defined in Section 6.02), as supplemented if necessary, willshall, at the date first mailed to stockholders of the Company, or at the time holders of the Company Stockholder Common Stock through and including the date of the Company Stockholders' Meeting, contain any untrue statement of a material fact about the Company or omit to state any material fact about the Company required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If The Form S-4 shall, at any time prior to the time it is declared effective by order of such meetingthe SEC through and including the Effective Time, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Securities Act and the rules and regulations of the SEC thereunder. If at any time prior to the Effective Time any event with respect to the Company or any of its affiliates or Subsidiaries occurs which is required to be described in any amendment of or supplement to the Form S-4 or the Joint Proxy Statement, such event promptly shall be so described and such amendment or supplement promptly shall be filed with the SEC and, as required by applicable law (including applicable rules and regulations of the SEC and the New York Stock Exchange), delivered to the holders of Company Common Stock. The Joint Proxy Statement shall, on the date first mailed to holders of Company Common Stock in connection with the Company Stockholders' Meeting through and including the date of the Company Stockholders' Meeting, comply as to form in all material respects with all applicable rules and regulations under the Securities Act and the Exchange Act. All applications, filing and documents that the Company or any of its Subsidiaries is responsible for filing with any Governmental Entity in connection with this Agreement or the transaction contemplated hereby shall comply as to form in all material respects with all applicable laws and regulations.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company IRT for inclusion or (to the extent permitted by applicable rules of the SEC) incorporation by reference in (i) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretoshall, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes Form S-4 is declared effective by the SEC under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, not misleading, misleading and none of (ii) the information supplied or to be supplied by the Company and included or incorporated by reference in the Joint Proxy Statement (as defined in Section 6.02), as supplemented if necessary, willshall, at the date first mailed to stockholders holders of IRT Common Stock through and including the date of the Company, or at the time of the Company Stockholder IRT Shareholders' Meeting, contain any untrue statement of a material fact about IRT or omit to state any material fact about IRT required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, Effective Time any event with respect to the Company IRT or any Company Subsidiary, of its affiliates or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur Subsidiaries occurs which is required to be described in an any amendment of, of or a supplement to, to the Proxy Statement Form S-4 or the Registration Joint Proxy Statement, such event promptly shall be so described, described and such amendment or supplement promptly shall be promptly filed with the SECSEC and, as required by applicable law (including applicable rules and regulations of the SEC and New York Stock Exchange), delivered to the holders of IRT Common Stock. The Joint Proxy StatementStatement shall, insofar as it relates on the date first mailed to other information supplied by holders of IRT Common Stock through and including the Company for inclusion thereindate of the IRT Shareholders' Meeting, will comply as to form in all material respects with all applicable rules and regulations under the provisions of the Exchange Securities Act and the rules Exchange Act. All applications, filing and regulations thereunderdocuments that IRT or any of its Subsidiaries or any of their affiliates is responsible for filing with any Governmental Entity in connection with this Agreement or the transaction contemplated hereby shall comply as to form in all material respects with all applicable laws and regulations.

Information Supplied. The Schedule 14D-9 and any other documents None of the information supplied or to be filed supplied by the Company with the SEC for inclusion or any other governmental or regulatory authority incorporation by reference in connection with (a) the Offer and the other transactions contemplated hereby will notDocuments, on the date of its filing or, with respect to the Schedule 14D-914D-9 or the Information Statement shall, on at the date it is time filed with the SEC and first published, sent as of the date such document or given any amendment or supplement thereto is mailed to stockholdersthe stockholders of the Company and at the time of the Company Shareholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact ; or omit to state any material fact required to be stated therein or necessary to make correct any statement in any earlier communication with respect to the statements therein not subject matter thereof which has become misleading, or (b) the Proxy Statement, if any, shall, at the time filed with the SEC and none as of the information supplied date it or any amendment or supplement thereto is mailed to be supplied by the stockholders of the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder MeetingShareholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at ; or omit to state any time prior material fact required to the time of such meeting, be stated therein or necessary to correct any event statement in any earlier communication with respect to the Company or any Company Subsidiary, or with respect to other information supplied by solicitation of proxies for the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur Shareholder Meeting which is required to be described in an amendment of, or a supplement tohas become misleading. The Schedule 14D-9, the Proxy Information Statement or and the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion thereinif any, will comply as to form in all material respects with the provisions requirements of the Exchange Act Act. The representations and warranties contained in this Section 5.26 will not apply to statements or omissions included or incorporated by reference in the rules and regulations thereunderOffer Documents, Schedule 14D-9, Offer Information Statement or Proxy Statement based upon information supplied by Parent, Merger Sub or any of their respective Representatives specifically for use or incorporation by reference therein. If at any time prior to the Company Shareholder Meeting any fact or event relating to the Company or any of its Affiliates which should be set forth in an amendment or supplement to the Proxy Statement should be discovered by the Company or should occur, the Company shall, promptly after becoming aware thereof, inform Parent of such fact or event.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied in writing by the Company or on behalf of Constellation or any Constellation Subsidiary for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretowill, at the "Registration Statement") to be time such document is filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the Registration Statement becomes effective under the Securities Act or at the Effective TimeSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in (ii) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it is first mailed to the common stockholders of the CompanyPolaris and Sirius, or at the time of the Company Stockholder Polaris Stockholders Meeting and the Sirius Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Sirius-Polaris Merger Effective Time and the Constellation-Polaris Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. If at any time prior All documents that Constellation is responsible for filing with the SEC in connection with the Mergers, to the time of such meeting, any event with respect extent relating to the Company Constellation or any Company Subsidiary, Constellation Subsidiary or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, on behalf of Constellation or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company any Constellation Subsidiary for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of applicable Law as to the Exchange Act information required to be contained therein. The representations and warranties contained in this Section 4.03(t) will not apply to statements or omissions included in the rules and regulations thereunderForm S-4 or the Proxy Statement to the extent based upon information supplied to Constellation by or on behalf of the Other Parties.

Information Supplied. The Schedule 14D-9 None of the information relating to the Company and any other documents to be filed the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby by this Agreement will not(a) in the case of the Form S-4, on at the date of its filing or, with respect to time it becomes effective under the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholdersSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by (b) in the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements case of the Exchange Act or other applicable lawProxy Statement/Prospectus, as at the case may be. None time of the information supplied mailing thereof or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective TimeCompany Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and none of the information supplied or (c) with respect to any other document to be supplied filed by the Company and included with the SEC in connection with the Mergers or incorporated the other transactions contemplated by reference in the Proxy Statement (as defined in Section 6.02)this Agreement, as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of its filing with the Company Stockholder MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to The Form S-4 and the time of such meeting, any event Proxy Statement/Prospectus will (with respect to the Company or any Company SubsidiaryCompany, or with respect to other information supplied by its officers and trustees and the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will Subsidiaries) comply as to form in all material respects with the provisions applicable requirements of the Exchange Securities Act and the rules and regulations thereunderExchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or any Company Subsidiaries.

Information Supplied. The Schedule 14D-9 None of the information supplied or to be supplied by Sailfish for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by New Sailfish pursuant to which the issuance of shares of New Sailfish Common Stock pursuant to the Merger will be registered with the SEC and in which the Combined Consent Statement/Prospectus will be included as a prospectus, including any amendments or supplements thereto and any other documents to be filed by document incorporated or referenced therein (the Company with “Registration Statement”) will, at the SEC or any other governmental or regulatory authority in connection with time the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it Registration Statement is filed with the SEC and first published, sent or given to stockholdersat the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingmisleading and (b) the Combined Consent Statement/Prospectus will, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date Combined Consent Statement/Prospectus is mailed to stockholders of the Company, or Sailfish and at the time of the Company Sailfish Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to The portions of the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information Combined Consent Statement/Prospectus supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, Sailfish will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by Sailfish with respect to statements made therein based on information supplied by Green Energy or its Subsidiaries specifically for inclusion in the Combined Consent Statement/Prospectus.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company Parent and Acquisition specifically for inclusion or incorporation by reference in the Offer Documents or Proxy Statement will, on the Registration Statement on Form S-4 (together with all amendments thereto, date it is first mailed to the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance holders of shares of IHK Company Common Stock in or on the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingMeeting Date, and none of the information supplied or to be supplied by the Company and included Parent specifically for inclusion or incorporated incorporation by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, Schedule 13E-3 will, at the date mailed to stockholders of the Company, or at the time of its filing with the Company Stockholder MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If If, at any time prior to the time of such meetingMeeting Date, any event with respect to the Company Parent or any Company SubsidiaryAcquisition, or with respect to other information supplied by the Company Parent or Acquisition specifically for inclusion in the Proxy Statement or the Registration StatementSchedule 13E-3, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration StatementSchedule 13E-3, such event shall be so described, described by Parent or Acquisition and such amendment included by the parties hereto in the Schedule 13E-3 or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates provided to other information supplied by the Company for inclusion therein, in the Proxy Statement. All documents that Parent and Acquisition are responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form form, in all material respects, with the applicable provisions of the Exchange Act, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable Law as to the Exchange Act and information required to be contained therein. Notwithstanding the rules and regulations thereunderforegoing, neither Parent nor Acquisition makes any representation or warranty with respect to the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3.

Information Supplied. The Schedule 14D-9 and any other documents None of the information supplied or to be -------------------- supplied by Shire for inclusion or incorporation by reference in (i) the Form F-4 will, at the time the Form F-4 is filed by the Company with the SEC SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any other governmental untrue statement of a material fact or regulatory authority in connection with omit to state any material fact required to be stated therein or necessary to make the Offer and statements therein not misleading, (ii) the other transactions contemplated hereby will notUK Disclosure Documents will, on the date of its filing or, with respect the UK Disclosure Documents are first mailed to the Schedule 14D-9shareholders of Shire, on or at the date it is filed with time of the SEC and first published, sent or given to stockholders, Shire shareholders meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by misleading or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement"iii) to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it is first mailed to stockholders of the Company, Xxxxxxx shareholders or at the time of the Company Stockholder Meeting, Xxxxxxx Shareholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior The UK Disclosure Documents will contain all particulars relating to Shire and Xxxxxxx required to comply in all material respects with all United Kingdom statutory and other legal provisions (including, without limitation, the time Companies Act, the FSA and the rules and regulations made thereunder and the rules and requirements of the LSE) and all such information contained in such documents will be substantially in accordance with the facts and will not omit anything material likely to affect the import of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SECinformation. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, Form F-4 will comply as to form in all material respects with the provisions requirements of the Exchange Securities Act and the rules and regulations thereunder, except that no representation is made by Shire with respect to statements made or incorporated by reference therein based on information supplied by Xxxxxxx.

Information Supplied. The Schedule 14D-9 and any other documents information supplied or to be supplied by Rowan for inclusion in the Registration Statement provided for in Section 5.18(d) to be filed by the Company with the SEC or any other governmental or regulatory authority Ensco in connection with the Offer and issuance of the other transactions contemplated hereby will New Ensco Shares in the Transaction shall not, on at the date of its filing or, with respect to time the Schedule 14D-9, on Registration Statement is declared effective by the date it is filed with the SEC and first published, sent or given to stockholdersSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company Rowan with respect to information supplied in writing by statements made or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed based on information supplied by IHK or Merger Sub with the SECEnsco in writing expressly for inclusion therein. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company Rowan for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02)including, as supplemented if necessaryfor the avoidance of any doubt, willthe Scheme Document) will not, at the date time the Proxy Statement is first mailed to stockholders of the Company, or Ensco Shareholders and at the time of the Company Stockholder Ensco Shareholder Meeting, the Scheme Meeting and the Xxxxx XX to be held in connection with the Transaction, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Rowan with respect to statements made or incorporated by reference therein based on information supplied by Ensco in writing expressly for inclusion therein. If at any time prior to The Registration Statement and the time of such meeting, any event Proxy Statement (solely with respect to the Company or portion thereof relating to the Xxxxx XX but excluding any Company Subsidiary, or with respect to other portion thereof based on information supplied by the Company for inclusion Ensco in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company writing expressly for inclusion therein, with respect to which no representation or warranty is made by Rowan) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunderpromulgated thereunder and any applicable provisions of the Companies Act and the Scheme Document will comply in all material respects with the provisions of the Companies Act.

Information Supplied. The Schedule 14D-9 proxy statement mailed to the Company’s stockholders in connection with the Merger and the related transactions (the “Proxy Statement”) and any other documents amendment thereof or supplement thereto, at the date mailed to the Company’s stockholders and at the time of any meeting of Company stockholders to be held in connection with the Merger, and the Rule 13E-3 transaction statement on Schedule 13E-3 relating to the adoption of this agreement by the stockholders of the Company (as amended or supplemented, the “Schedule 13E-3”), at the date it and any amendment or supplement is filed with the SEC, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent in writing expressly for inclusion therein. The Proxy Statement and the Schedule 13E-3 will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The information supplied or to be supplied by the Company for inclusion in the registration statement on Form S-4 to be filed by the Company with the SEC or any other governmental or regulatory authority Trust in connection with the Offer and issuance of Royalty Trust Units in the other transactions contemplated hereby will Merger (the “Form S-4”) shall not, on at the date of its filing or, with respect to time the Schedule 14D-9, on the date it Form S-4 is filed declared effective with the SEC and first published, sent or given to stockholdersSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent or the Trust in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SECtherein. The Schedule 14D-9 and any such other documents filed by Form S-4 (solely with respect to the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the portion thereof based on information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at but excluding any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other portion thereof based on information supplied by the Company for inclusion in the Proxy Statement Parent or the Registration Statement, shall occur which is required to be described Trust in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company writing expressly for inclusion therein, with respect to which no representation or warranty is made by the Company) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. The Schedule 14D-9 and information supplied by Cyclone for inclusion or incorporation by reference in the registration statement on Form S-4 or any other documents amendment or supplement thereto pursuant to which shares of Hurricane Stock issuable in the Merger will be filed by the Company registered with the SEC or any other governmental or regulatory authority in connection with (the Offer and “Registration Statement”) shall not at the other transactions contemplated hereby will not, on time the date of its filing or, with respect to the Schedule 14D-9, on the date it Registration Statement is filed with the SEC and at the time it time it is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Cyclone for inclusion in the joint proxy statement/prospectus, or any amendment or supplement thereto, to be sent to Cyclone stockholders and Hurricane stockholders in connection with the Merger and the other transactions contemplated by this Agreement (the “Joint Proxy Statement”) shall not, on the date the Joint Proxy Statement is first publishedmailed to the stockholders of each of Cyclone and Hurricane, sent at the time of the Cyclone Stockholder Approval or given to stockholdersat the time of the Hurricane Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 representations and any such other documents filed by the Company with the SEC under the Exchange Act warranties contained in this Section 4.08 will not apply to statements or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and omissions included or incorporated by reference in the Joint Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company based upon information furnished by Hurricane or any Company Subsidiary, of its representatives specifically for use or with respect to other information supplied incorporation by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion reference therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information Supplied. The Schedule 14D-9 and any other documents to be filed None of Xxxxxxx, Xxxxxxx OP or Heritage -------------------- shall supply information for inclusion or incorporation by reference in the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will notProxy Statement that will, on at the date mailed to Xxxxxxx stockholders, at the time of its filing or, with respect to the Schedule 14D-9, on Xxxxxxx Stockholder Meeting or at the date it is filed with the SEC and first published, sent or given to stockholdersEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the Xxxxxxx, Xxxxxxx OP or Heritage shall supply information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, Xxxxxxx OP Offering Document that will, at the date mailed to stockholders of the Company, LP Unit Holders or at the time of the Company Stockholder MeetingEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, Effective Time any event with respect to Xxxxxxx or the Company Xxxxxxx OP or any Company Subsidiarythe other Xxxxxxx Subsidiaries, or with respect to other information supplied by the Company Xxxxxxx or Xxxxxxx OP for inclusion in the Proxy Statement or the Registration StatementXxxxxxx OP Offering Document, as the case may be, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration StatementXxxxxxx OP Offering Document, Xxxxxxx or the Xxxxxxx OP, as the case may be, shall so describe such event shall be so describedevent, and shall promptly file such amendment or supplement shall (if required to be promptly filed filed) with the SEC. The Xxxxxxx and the Xxxxxxx OP shall use their commercially reasonable efforts to cause the Proxy StatementStatement and the Xxxxxxx OP Offering Document, insofar as it relates they relate to Xxxxxxx, the Xxxxxxx OP or the other Xxxxxxx Subsidiaries, or other information supplied by Xxxxxxx or the Company Xxxxxxx OP for inclusion or incorporation by reference therein, will to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company Syntroleum for inclusion or incorporation by reference in the Offer Documents SLH's 1997 Form 10-K or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC Securities and Exchange Commission (the "SEC") by IHK SLH in connection with the issuance of shares of IHK SLH Common Stock in the Merger and as contemplated by Section 2.06 will (the "S-4") will, at the time the Registration Statement S-4 becomes effective under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder or at the Effective TimeTime (or in the case of SLH's Form 10-K, upon filing thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company Syntroleum and included or incorporated by reference in the related proxy statement (the "Proxy Statement (as defined in Section 6.02), as supplemented if necessary, Statement") will, at the date mailed to stockholders time of the Company, mailing thereof or at the time of the Company Stockholder Meetingmeetings of the stockholders of SLH or Syntroleum to be held in connection with the Merger or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, Effective Time any event with respect to the Company Syntroleum or any Company Subsidiaryof its Subsidiaries, or with respect to other information supplied by the Company Syntroleum for inclusion in the Proxy Statement or the Registration StatementS-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration StatementS-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SECSEC and, as required by law, disseminated to the stockholders of SLH and Syntroleum. The S-4 and the Proxy Statement, insofar as it relates they relate to Syntroleum or its Subsidiaries or other information supplied by the Company Syntroleum for inclusion therein, will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act Act, and the rules and regulations thereunder.

Information Supplied. The Schedule 14D-9 and None of the information relating to Cowboy or any other documents to be filed Cowboy Subsidiary contained or incorporated by reference in the Company with Joint Proxy Statement or the SEC Form S-4 that is provided by Cowboy or any Cowboy Subsidiary for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement or any other governmental or regulatory authority document filed with any other Governmental Authority in connection with the Offer and the other transactions contemplated hereby by this Agreement will not(a) in the case of the Joint Proxy Statement, on including any amendment or supplement thereto, at the date time of its filing orthe mailing thereof, with respect to at the Schedule 14D-9time of the Cowboy Stockholders Meeting, on at the date it time the Form S-4 is filed with declared effective and at the SEC and first published, sent or given to stockholdersEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by or (b) in the Company case of the Form S-4 or with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents any other document to be filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company Cowboy with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in Merger or the Merger and as other transactions contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Timethis Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of its filing with the Company Stockholder MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior All documents that Cowboy is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the time of such meetingextent relating to Cowboy, any event with respect to their officers, directors and partners and the Company Cowboy Subsidiaries (or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, on behalf of Cowboy or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company any Cowboy Subsidiaries for inclusion therein, ) will comply as to form in all material respects with the provisions applicable requirements of the Exchange Securities Act and the rules and regulations thereunderExchange Act; provided, that no representation is made as to statements made or incorporated by reference by Frontier or Merger Sub.

Information Supplied. The Schedule 14D-9 Subject to the accuracy of the representations and any other documents warranties of Parent and Merger Sub set forth in Section 4.9, none of the information supplied (or to be supplied) in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Company issuance of shares of Parent Common Stock in the Merger as described in Section 5.1(a) (as amended or supplemented from time to time, the “Registration Form S-4”) will, at the time the Registration Form S-4 or any amendments or supplements thereto, are filed with the SEC or any other governmental or regulatory authority in connection with at the Offer and time it becomes effective under the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholdersSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement"b) to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at on the date it is first mailed to stockholders of the Company, or and at the time of the Company Stockholder Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If misleading and (c) any registration statement to be filed with the SEC by Parent in connection with the terms of the Note Exchange Agreement will, at any time prior to the time of such meetingregistration statement, any event with respect to the Company or any Company Subsidiaryamendments or supplements thereto, are filed with the SEC or with respect at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is state any material fact required to be described stated therein or necessary in an amendment oforder to make the statements made therein, or a supplement toin light of the circumstances under which they are made, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SECnot misleading. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, Statement will comply as to form in all material respects with the provisions applicable requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunderforegoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by USI or any of the Company Merger Subsidiaries for inclusion or incorporation by reference in (i) the Offer Documents or S-4 will, at the Registration Statement on Form time the S-4 (together with all amendments thereto, the "Registration Statement") to be is filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and none of (ii) the information supplied or to be supplied by the Company and included or incorporated by reference in the Joint Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or Zurn xxx USI and at the time times of the Company Stockholder Meetingmeetings of stockholders of Zurn xxx USI to be held in connection with the Mergers, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meetingEffective Time, any event with respect to the Company USI, its officers and directors or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement S-4 or the Registration Joint Proxy Statement, USI shall promptly so advise Zurn xxx such event shall be so described, and such amendment or supplement (which Zurn xxxll have a reasonable opportunity to review) shall be promptly filed with the SECSEC and, as and to the extent required by law, disseminated to the stockholders of USI. The S-4 will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder and the Joint Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by Zurn xxxcifically for inclusion or incorporation by reference in such document.

Information Supplied. The Schedule 14D-9 and any other documents None of the information supplied or to be filed supplied by the Parent, Merger Sub or the Company with (excluding information provided by the SEC Special Committee) for inclusion or any other governmental or regulatory authority incorporation by reference in connection with (a) the Offer and Registration Statement at the other transactions contemplated hereby will not, on time the date of its filing or, with respect to the Schedule 14D-9, on the date it Registration Statement is filed with the SEC and first publishedSEC, sent at any time it is amended or given to stockholdersat the time it becomes effective under the Securities Act, contains or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of (b) the information supplied Schedule 13E-3 at the time the Schedule 13E-3 is filed with the SEC, at any time it is amended or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders and time of commencement of the Company, or at the time of the Company Stockholder Special Meeting, contains or will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading and (c) the Proxy Statement/Prospectus, the Schedule 13E-3 and the Registration Statement, on the date it is first mailed to the Company's stockholders or at the time of the Special Meeting, contains or will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement/Prospectus, insofar as it relates to other information supplied by the Company for inclusion therein, Schedule 13E-3 and the Registration Statement will in all material respects comply as to form in all material respects with the provisions requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Parent or Merger Sub with respect to statements or omissions made or incorporated by reference in the Registration Statement or the Proxy Statement/Prospectus based on information supplied by the Special Committee for inclusion or incorporation by reference therein.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied in writing by or on behalf of the Company for inclusion or incorporation by reference in (i) the Offer Documents or Schedule 13E-3 will, at the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be time such document is filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will SEC, at any time such document is amended or supplemented or at the time such document is sent or given to stockholders of the Registration Statement becomes effective under the Securities Act or at the Effective TimeCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and none of the information supplied or to be supplied by (ii) the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it is first mailed to the stockholders of the Company, Company or at the time of the Company Stockholder Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior All documents that the Company is responsible for filing with the SEC in connection with the transaction contemplated by this Agreement, to the time of such meeting, any event with respect extent relating to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by on behalf of the Company for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as applicable, and each such document required to be filed with any Governmental Entity (other than the SEC) will comply in all material respects with the provisions of applicable Law as to the Exchange Act and information required to be contained therein. Notwithstanding the rules and regulations thereunderforegoing, no representation or warranty is made by the Company or Merger Sub with respect to statements made or incorporated by reference in the Schedule 13E-3 or the Company Proxy Statement based on information supplied by any member of the Parent Group for inclusion or incorporation by reference therein.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company Parent or Merger Sub in writing expressly for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the mailing thereof or of the meeting at which Company Stockholder MeetingShareholder Approval is to be taken, or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If If, at any time prior to the time of such meetingEffective Time, any event with respect to the Company Parent or any Company SubsidiaryMerger Sub (including their respective officers, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, directors and subsidiaries) shall occur which that is required to be described in an amendment of, or a supplement to, the Company Proxy Statement or the Registration Statement, each of Parent and Merger Sub shall notify the Company thereof and such event shall be so described, and . Any such amendment or supplement shall be promptly filed with the SECSEC and, as and to the extent required by Law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable Law. The Proxy StatementOffer Documents (and any amendment thereof or supplement thereto) will not, insofar as it relates when filed with the SEC or at the time of distribution or dissemination thereof to other information supplied by the Company for inclusion Company’s shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act applicable federal securities Laws and the rules and regulations thereunder. Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or warranty with respect to any information supplied by the Company or any of its respective representatives for inclusion in the Offer Documents or the Company Proxy Statement.

Information Supplied. The Schedule 14D-9 Subject to the accuracy of the representations and any other documents warranties of Parent and Merger Sub set forth in Section 4.6, none of the information supplied (or to be supplied) in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed by the Company with the SEC or any other governmental or regulatory authority by Parent in connection with the Offer and issuance of shares of Parent Common Stock in the other transactions contemplated hereby will notMerger (as amended or supplemented from time to time, on the date of its filing or“Form S-4”) will, with respect to at the Schedule 14D-9time the Form S-4, on the date it or any amendment or supplement thereto, is filed with the SEC and first published, sent or given to stockholdersat the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by (b) the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") 10 to be filed with the SEC by IHK Parent in connection with the issuance of shares of IHK Parent Common Stock in the Merger and (as contemplated by Section 2.06 will amended or supplemented from time to time, the “Form S-4”) will, at the time the Registration Statement Form S-4, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading, and none of (b) the information supplied or registration statement on Form 10 to be supplied filed with the SEC by the Company and included or incorporated by reference in connection with the issuance of shares of Newco common stock in the Proxy Statement Spin-Off (as defined in Section 6.02)amended or supplemented from time to time, as supplemented if necessary, the “Form 10”) will, at the time the Form 10, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Exchange Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading and (c) the Proxy Statement will, on the date it is first mailed to stockholders of the Company, or and at the time of the Company Stockholder Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to Each of the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Form 10 and Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions applicable requirements of the Exchange Securities Act and the rules and regulations thereunderExchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretowill, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the (ii)the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at on the date it is first mailed to stockholders of the Company, or at the time holders of the Company Stockholder MeetingCommon Stock or on the date of the Stockholders Meeting (the "Meeting Date"), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meetingMeeting Date, any event with respect to the Company or any Company SubsidiaryCompany, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed described by the Company. All documents that the Company is responsible for filing with the SEC. The Proxy StatementSEC in connection with the transactions contemplated herein, insofar as it relates to the extent relating to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form form, in all material respects respects, with the provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to (i) the information supplied or to be supplied by Newco for inclusion in the Form S-4 or the Proxy Statement or (ii) any projections, forward-looking statements or similar information provided to Newco that are not of an historical nature, except that, in the case of clause (ii), the Company has prepared such projections or statements in good faith based upon assumptions the Company believed to be reasonable in light of the circumstances existing at the time such projections were made.

Information Supplied. The Schedule 14D-9 and any other documents None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in (i) the Form F-4 or Form F-6 will, at the time the Form F-4 and Form F-6 are filed by the Company with the SEC SEC, at any time either is amended or supplemented or at the time either becomes effective under the Securities Act, contain any other governmental untrue statement of a material fact or regulatory authority in connection with omit to state any material fact required to be stated therein or necessary to make the Offer and statements therein not misleading, (ii) the other transactions contemplated hereby will notProxy Statement will, on the date of its filing or, with respect to the Schedule 14D-9, on at the date it is filed with first mailed to the SEC and first published, sent Company's shareholders or given to stockholdersat the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by (iii) the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, German Disclosure Document will, at the date the invitation to the Parent Shareholders Meeting is first published in the Gazette or mailed to stockholders of the Company, Parent's shareholders or at the time of the Company Stockholder Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If misleading or (iv) the Listing Prospectus will, at any time prior the date it is first published or mailed to the time FSE contain any untrue or incomplete statement of such meeting, a material fact or omit to state any event material fact required to be stated therein required for the assessment of the value of the Parent Ordinary Shares; provided that no representation is made by Parent with respect to the Company statements made or any Company Subsidiary, or with respect to other incorporated by reference therein based on information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SECincorporation by reference therein. The Proxy Statement, insofar as it relates to other information supplied by Form F-4 and the Company for inclusion therein, Form F-6 will comply as to form in all material respects with the provisions requirements of the Exchange Securities Act and the rules and regulations thereunderthereunder and the German Disclosure Document and the Listing Prospectus will comply as to form in all material respects with the requirements of the securities laws of the Federal Republic of Germany, except that no representation is made by Parent with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference therein.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in applications for Tax Rulings, the Offer Documents or ISA Exemption Application, and/or the Registration Statement registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with SEC, and any amendment or supplement thereto (the issuance of shares of IHK Common Stock in “Form S-4”) and the Merger and as contemplated by Section 2.06 will Israel Prospectus (if applicable) will, at the time the Registration Statement it becomes effective under the Securities Act or at and when published under the Effective TimeISL, respectively contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none misleading in light of the circumstances under which they are made. None of the information supplied or to be supplied by the Company and included specifically for inclusion or incorporated incorporation by reference in the notice and proxy statement of the general meeting of the Company’s shareholders to be held in connection with the Merger (the “Proxy Statement (as defined in Section 6.02)Statement” and the “Company Shareholder Meeting”, as supplemented if necessary, respectively) will, at the date mailed to stockholders shareholders of the Company, or Company and at the time of the Company Stockholder Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they are made, made not misleading. If at any time prior The information supplied or to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information be supplied by the Company for inclusion in the Proxy Statement or Form S-4 and the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, Israel Prospectus will comply as to form in all material respects with the provisions of Form S-4. The Proxy Statement will comply in all material respects with the Exchange Act provisions of Applicable Law and the rules and regulations thereundercharter documents of the Company, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent in writing specifically for inclusion or incorporation by reference in the Proxy Statement. Notwithstanding the foregoing provisions of this Section 3.5, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the ISA Exemption Application, Form X-0, Xxxxxx Prospectus (if applicable), the Proxy Statement or Company Shareholder Meeting, which information or statements were not supplied by or on behalf of the Company.

Information Supplied. The Schedule 14D-9 and any other documents None of the information supplied or to be filed supplied in writing by Globix or Merger Sub for inclusion or incorporation by reference in the Company with the SEC or any other governmental or regulatory authority in connection with the Offer Registration Statement and the other transactions contemplated hereby Proxy Statement will not(A) in the case of the Registration Statement, on at the date time it becomes effective, contain any untrue statement of its filing ora material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, with respect to or (B) in the Schedule 14D-9case of the Proxy Statement, on at the date it is filed with time of the SEC mailing of the Proxy Statement, at the time of the NEON Stockholders Meeting and first published, sent or given to stockholdersthe Globix Stockholders Meeting (if applicable) and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company or necessary to correct any statement in any earlier communication with respect to information supplied in writing by or on behalf the solicitation of IHK or Merger Sub expressly proxies for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents NEON Stockholders Meeting or the Registration Statement on Form S-4 Globix Stockholders Meeting (together with all amendments thereto, the "Registration Statement"if applicable) to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act which has become false or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, Effective Time any event with respect to the Company Globix, its officers and directors or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, of its Subsidiaries shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such an appropriate amendment or supplement shall be promptly filed with the SECSEC and, as required by law, disseminated to the stockholders of NEON and Globix. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, Registration Statement will comply (with respect to Globix) as to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply (with respect to Globix) as to form in all material respects with the provisions of the Exchange Act Act. Notwithstanding the foregoing provisions of this Section 3.2(g), no representation or warranty is made by Globix with respect to statements made or incorporated by reference in the Proxy Statement based on information supplied by NEON for inclusion or incorporation by reference therein. For purposes of the foregoing, it is understood and agreed that information concerning or related to Globix or Merger Sub or the Globix Stockholders Meeting (if applicable) will be deemed to have been supplied by Globix and information concerning or related to NEON and the rules and regulations thereunderNEON Stockholders Meeting shall be deemed to have been supplied by NEON.

Information Supplied. The Schedule 14D-9 and any other documents information supplied or to be supplied by Rowan for inclusion in the Registration Statement provided for in Section 5.18(d) to be filed by the Company with the SEC or any other governmental or regulatory authority Ensco in connection with the Offer and issuance of the other transactions contemplated hereby will New Ensco Shares in the Transaction shall not, on at the date of its filing or, with respect to time the Schedule 14D-9, on Registration Statement is declared effective by the date it is filed with the SEC and first published, sent or given to stockholdersSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company Rowan with respect to information supplied in writing by statements made or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed based on information supplied by IHK or Merger Sub with the SECEnsco in writing expressly for inclusion therein. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company Rowan for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02)including, as supplemented if necessaryfor the avoidance of any doubt, willthe Scheme Document) will not, at the date time the Proxy Statement is first mailed to stockholders of the Company, or Ensco Shareholders and at the time of the Company Stockholder Ensco Shareholder Meeting, the Scheme Meeting and the Rxxxx XX to be held in connection with the Transaction, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Rowan with respect to statements made or incorporated by reference therein based on information supplied by Ensco in writing expressly for inclusion therein. If at any time prior to The Registration Statement and the time of such meeting, any event Proxy Statement (solely with respect to the Company or portion thereof relating to the Rxxxx XX but excluding any Company Subsidiary, or with respect to other portion thereof based on information supplied by the Company for inclusion Ensco in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company writing expressly for inclusion therein, with respect to which no representation or warranty is made by Rowan) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunderpromulgated thereunder and any applicable provisions of the Companies Act and the Scheme Document will comply in all material respects with the provisions of the Companies Act.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company in writing for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK AGT in connection with the issuance of shares of IHK AGT Common Stock in the Merger and as contemplated by Section 2.06 will (the "S-4") will, at the time the Registration Statement S-4 is filed with the SEC and at the time it becomes effective under A-7 12 the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and none (ii) the proxy statement relating to the meetings of the information supplied or Company's stockholders and AGT's stockholders to be supplied by held in connection with the Company and included or incorporated by reference in Merger (the "Joint Proxy Statement (as defined in Section 6.02), as supplemented if necessary, Statement") will, at the date mailed to stockholders of the Company, or Company and AGT and at the time times of the meetings of stockholders of the Company Stockholder Meetingand AGT to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meetingEffective Time, any event with respect to the Company Company, its officers and directors or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement S-4 or the Registration Joint Proxy Statement, the Company shall promptly so advise AGT and such event shall be so described, and such amendment or supplement (which AGT and the Company shall have a reasonable opportunity to review) shall be promptly filed with the SECSEC and, as required by law, disseminated to the stockholders of the Company. The Joint Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion thereinmeeting of the Company's stockholders to vote on the Merger, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. Section 3.6.

Information Supplied. The Schedule 14D-9 Company and any other documents SBC each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 to be filed by the Company with the SEC or any other governmental or regulatory authority by SBC in connection with the Offer issuance of shares of SBC Common Stock in the Merger (including the joint proxy statement and prospectus (the other transactions contemplated hereby will not"Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement") will, on at the time the S-4 Registration Statement becomes effective under the Securities Act, and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of its filing or, with respect mailing to stockholders and at the Schedule 14D-9, on times of the date it is filed meetings of stockholders of the Company and SBC to be held in connection with the SEC and first publishedMerger, sent or given to stockholdersin any such case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the Effective Time any information relating to SBC or the Company, except that no representation is made or any of their respective affiliates, officers or directors, should be discovered by SBC or the Company with respect which should be set forth in an amendment or supplement to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with either the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents S-4 Registration Statement or the Registration Statement on Form S-4 (together with all amendments theretoProspectus/Proxy Statement, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance so that any of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain such documents would not include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or party which discovers such information shall promptly notify the Registration Statement, such event shall be so described, other parties hereto and such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC. The Proxy StatementSEC and, insofar as it relates to other information supplied the extent required by law, disseminated to the stockholders of the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderSBC.

Information Supplied. The Schedule 14D-9 and None of the information relating to PhotoMedex or any other documents PhotoMedex Subsidiary, which is supplied or to be filed supplied by PhotoMedex or any PhotoMedex Subsidiary expressly for inclusion or incorporation by reference in the Company filings with the SEC or any other governmental or regulatory authority in connection with the Offer mailings to PhotoMedex’s stockholders as it relates to the Registration Statement and the other transactions contemplated hereby will notProxy Statement will, on at the date of its filing oror mailing, with respect to or any amendment thereto, as the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholderscase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except misleading (subject to the qualifications and limitations set forth in the materials provided by PhotoMedex and the PhotoMedex Subsidiaries or that no representation is made by the Company with respect to information supplied included in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act filings or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may bemailings). None of the information supplied or to be supplied by PhotoMedex and the Company PhotoMedex Subsidiaries expressly for inclusion or incorporation by reference in any of the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretoSigning Filing, the "Registration Statement") to be filed with Signing Press Release, the SEC by IHK in connection with Closing Filing and the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement Closing Press Release (as defined in Section 6.02)each such capitalized term, as supplemented if necessaryhereafter defined) (collectively, the “Ancillary Public Disclosures”) will, at the date mailed to stockholders of time filed with the Company, or at the time of the Company Stockholder MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior misleading (subject to the time of qualifications and limitations set forth in the materials provided by PhotoMedex and the PhotoMedex Subsidiaries or that is included in the Ancillary Public Disclosures). Notwithstanding the foregoing, PhotoMedex and Merger Sub make no representation, warranty or covenant with respect to any information supplied by Radiancy or any Radiancy Subsidiary for inclusion in any such meetingfilings with the SEC, any event mailings to PhotoMedex’s stockholders or the Radiancy Stockholders or Ancillary Public Disclosures. PhotoMedex has delivered or provided access to Radiancy all material information, documents and instruments necessary in order for Radiancy to conduct its due diligence with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion representations and warranties in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderthis Article II.

Information Supplied. The Schedule 14D-9 and any other documents to be None of the information supplied by NRT for inclusion or incorporation by reference in the Registration Statement shall (i) when filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will notagency, on the date of its filing or, with respect to the Schedule 14D-9, on the date (ii) when it is filed with declared effective by the SEC SEC, and first published, sent or given to stockholders(iii) at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company NRT for inclusion or incorporation by reference in the Offer Documents or the Registration REIT Merger Proxy Statement on Form S-4 shall (together with all amendments thereto, the "Registration Statement"i) to be when filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will or other regulatory agency, (ii) at the time times when it (or any amendment thereof or supplement thereto) is mailed to the Registration Statement becomes effective under holders of Company Common Shares or NRT Common Stock, (iii) at the Securities Act or times of each of the Company Shareholder Meeting and the NRT Stockholder Meeting, and (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meetingEffective Time, any event with respect to the Company or any Company SubsidiaryNRT, or with respect to other information supplied by the Company NRT specifically for inclusion in the REIT Merger Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the REIT Merger Proxy Statement or the Registration Statement, such event shall be so described, described by NRT and such amendment or supplement shall be promptly filed provided to the Company. All documents that NRT is responsible for filing with the SEC. The Proxy StatementSEC in connection with the transactions contemplated herein, insofar as it relates to the extent relating to NRT or other information supplied by the Company NRT for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Exchange Act, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any Law as to the Exchange Act and information required to be contained therein. Notwithstanding the rules and regulations thereunderforegoing NRT makes no representation or warranty with respect to the information supplied or to be supplied by the Company or its Affiliates for inclusion or incorporation by reference in the REIT Merger Proxy Statement or the Registration Statement.

Information Supplied. The Schedule 14D-9 and None of the information relating to REIT I or any REIT I Subsidiary contained or incorporated by reference in the Joint Proxy Statement or the Form S-4 or that is provided by REIT I or any REIT I Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority Governmental Authority in connection with the Offer and the other transactions contemplated hereby by this Agreement will not(a) in the case of the Joint Proxy Statement, on at the date time of its filing orthe initial mailing thereof, with respect to at the Schedule 14D-9time of the REIT I Stockholders Meeting, on at the date it time the Form S-4 is filed with declared effective by the SEC and first published, sent or given to stockholdersat the REIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by or (b) in the Company case of the Form S-4 or with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents any other document to be filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company REIT I with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in REIT Merger or the Merger and as other transactions contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Timethis Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of its filing with the Company Stockholder MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior All documents that REIT I is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the time of such meetingextent relating to REIT I, any event with respect to its officers, directors and partners and the Company REIT I Subsidiaries (or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, on behalf of REIT I or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company any REIT I Subsidiaries for inclusion therein, ) will comply as to form in all material respects with the provisions applicable requirements of the Exchange Securities Act and the rules and regulations thereunderExchange Act; provided that no representation is made as to statements made or incorporated by reference by or on behalf of REIT II or Merger Sub.

Information Supplied. The Schedule 14D-9 PageNet and any other documents Arch each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in: (i) the Registration Statement on Form S-4 to be filed by the Company with the SEC or any other governmental or regulatory authority by Arch in connection with the Offer issuance of shares of Arch Common Stock in the Merger (including the joint proxy statement and prospectus (the other transactions contemplated hereby will not"Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement") will, on at the time the S-4 Registration Statement becomes effective under the Securities Act; and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of its filing or, with respect mailing to stockholders and at the Schedule 14D-9, on time of each of the date it is filed PageNet Stockholders Meeting and the Arch Stockholders Meeting to be held in connection with the SEC and first publishedMerger, sent or given to stockholdersin any such case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the Effective Time any information relating to Arch or PageNet, except that no representation or any of their respective affiliates (as defined in SEC Rule 12b-2), officers or directors, is made discovered by the Company with respect Arch or PageNet which should be set forth in an amendment or supplement to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents S-4 Registration Statement or the Registration Statement on Form S-4 (together with all amendments theretoProspectus/Proxy Statement, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance so that any of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain such documents would not include any untrue statement misstatement of a material fact or would omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or party which discovers such information shall promptly notify the Registration Statement, such event shall be so described, other parties to this Agreement and such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC. The Proxy StatementSEC and, insofar as it relates to other information supplied the extent required by law, disseminated to the Company for inclusion therein, will comply as to form in all material respects with the provisions stockholders of the Exchange Act PageNet and the rules and regulations thereunderArch.

Information Supplied. The Subject to Parent's and Purchaser's -------------------- fulfillment of their obligations with respect thereto, the Schedule 14D-9 and the Proxy Statement will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other documents to be applicable Law and will conform in all material respects with the requirements of the Exchange Act and any other applicable Law; and neither the Schedule 14D-9 nor the Proxy Statement (or any amendment or supplement thereto) will, at the respective times they are filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingmisleading or, except that in the case of the Proxy Statement, will, at the time of the Company Stockholders Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which shall have become false or misleading in any material respect. Notwithstanding the foregoing, no representation or warranty is hereby made by the Company with respect to any information supplied by Parent or Purchaser in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and in, or with respect to Parent or Purchaser information derived from Parent's public SEC filings which is included or incorporated by reference therein from documents filed by IHK or Merger Sub with in, the SEC. The Schedule 14D-9 and any such other documents filed by or the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may beProxy Statement. None of the information supplied or to be supplied by the Company in writing for inclusion or incorporation by reference in in, or which may be deemed to be incorporated by reference in, any of the Offer Documents or will, at the Registration Statement on Form S-4 (together with all amendments thereto, respective times the "Registration Statement") to be Offer Documents are filed with the SEC by IHK in connection with or published, sent or given to the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective TimeCompany's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, Effective Time any event with respect to the Company or any Company SubsidiaryCompany, or with respect to other any information supplied by the Company in writing for inclusion in any of the Proxy Statement or the Registration StatementOffer Documents, shall occur which is required to be described in an amendment of, or a supplement to, any of the Proxy Statement or the Registration StatementOffer Documents, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as shall so describe the event to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderParent.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company Xxxx-Xxxxx for inclusion or incorporation by reference in the Offer Documents or (a) the Registration Table of Contents Statement on Form S-4 (together with all amendments theretowill, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and none of or (b) the information supplied or to be supplied by the Company and included or incorporated by reference in the Joint Proxy Statement (as defined in Section 6.02), as supplemented if necessary, willStatement, at the date it is first mailed to stockholders of the Company, Spartan Stores Shareholders or Xxxx-Xxxxx Stockholders and at the time of the Company Spartan Stores Shareholder Meeting and the Xxxx-Xxxxx Stockholder Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior The Joint Proxy Statement (other than the portions thereof relating solely to the Spartan Stores Shareholder Meeting), at the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Joint Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as at any time it relates is amended or supplemented, at the time it becomes effective under the Securities Act and at the date it is first mailed to other information supplied by the Company for inclusion thereinSpartan Stores Shareholders and Xxxx-Xxxxx Stockholders, will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by Xxxx-Xxxxx with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Spartan Stores or Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied in writing by the Company or on behalf of Constellation or any Constellation Subsidiary for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretowill, at the "Registration Statement") to be time such document is filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will SEC, at any time such document is amended or supplemented or at the time such document is declared effective by the Registration Statement becomes effective under the Securities Act or at the Effective TimeSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in (ii) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it is first mailed to the common stockholders of the CompanyPolaris and Sirius, or at the time of the Company Stockholder Polaris Stockholders Meeting and the Sirius Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Sirius-Polaris Merger Effective Time and the Constellation-Polaris Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. If at any time prior All documents that Constellation is responsible for filing with the SEC in connection with the Mergers, to the time of such meeting, any event with respect extent relating to the Company Constellation or any Company Subsidiary, Constellation Subsidiary or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, on behalf of Constellation or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company any Constellation 104 Subsidiary for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of applicable Law as to the Exchange Act information required to be contained therein. The representations and warranties contained in this Section 4.03(t) will not apply to statements or omissions included in the rules and regulations thereunderForm S-4 or the Proxy Statement to the extent based upon information supplied to Constellation by or on behalf of the Other Parties.

Information Supplied. The Schedule 14D-9 and None of the information supplied or to be supplied by or on behalf of the Company, any other documents of its Subsidiaries or the Company Investment Adviser expressly for inclusion or incorporation by reference in (a) the registration statement on Form N-14 to be filed by the Company with the SEC or any other governmental or regulatory authority by Parent in connection with the Offer and registration under the other transactions contemplated hereby will notSecurities Act of the shares of Parent Common Stock to be issued in the First Merger (as amended or supplemented from time to time, on the date of its filing or“Form N-14”) will, with respect to at the Schedule 14D-9, on time the date it Form N-14 is filed with the SEC SEC, and first published, sent at any time it is amended or given to stockholderssupplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein therein, or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by and (b) the joint proxy statement to be sent to the stockholders of the Company with respect relating to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with Stockholders’ Meeting and stockholders of Parent relating to the SEC under Parent Stockholders’ Meeting (the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration “Joint Proxy Statement"”) to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it or any amendment or supplement is mailed to stockholders of the CompanyCompany and stockholders of Parent, or and at the time of the Company Stockholder Stockholders’ Meeting and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to misleading (except that no representation or warranty is made by the Company regarding such portions thereof that relate expressly to Parent or any Company Subsidiaryof its Subsidiaries, including Acquisition Sub, or with respect to other statements made therein based on information supplied by the Company or on behalf of Parent or Acquisition Sub for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied incorporation by the Company for inclusion reference therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder).

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK Parent in connection with the issuance of shares of IHK Parent Common Stock in as required by the terms of this Agreement (the "Share Issuance") pursuant to the Merger and as contemplated by Section 2.06 will (the "S-4") at the time the Registration Statement S-4 is filed with the SEC and at the time it becomes effective under the Securities Act or at the Effective TimeAct, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of (ii) the information supplied or joint proxy statement relating to the Company Stockholder Meeting (as hereinafter defined) and the Parent Stockholder Meeting (as hereinafter defined) to be supplied by held in connection with the Company Merger and included or incorporated by reference in the Share Issuance (the "Proxy Statement (as defined in Section 6.02), as supplemented if necessary, Statement") will, at the date mailed to stockholders and at the times of the Company, meetings of stockholders to be held in connection with the Merger or at the time of the Company Stockholder MeetingShare Issuance, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meetingEffective Time, any event with respect to the Company Company, its officers and directors or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement S-4 or the Registration Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SECSEC and, to the extent required by Law, disseminated to the stockholders of the Company. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion thereinStockholder Meeting, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK Parent in connection with the issuance of shares of IHK Parent Common Stock in as required by the terms of this Agreement (the "SHARE ISSUANCE") pursuant to the Merger and as contemplated by Section 2.06 will (the "S-4") at the time the Registration Statement S-4 is filed with the SEC and at the time it becomes effective under the Securities Act or at the Effective TimeAct, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of (ii) the information supplied or joint proxy statement relating to the Company Stockholder Meeting (as hereinafter defined) and the Parent Stockholder Meeting (as hereinafter defined) to be supplied by held in connection with the Company Merger and included or incorporated by reference in the Proxy Statement Share Issuance (as defined in Section 6.02), as supplemented if necessary, the "PROXY STATEMENT") will, at the date mailed to stockholders and at the times of the Company, meetings of stockholders to be held in connection with the Merger or at the time of the Company Stockholder MeetingShare Issuance, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meetingEffective Time, any event with respect to the Company Company, its officers and directors or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement S-4 or the Registration Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SECSEC and, to the extent required by Law, disseminated to the stockholders of the Company. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion thereinStockholder Meeting, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the mailing thereof or of the meeting at which the Company Stockholder MeetingShareholder Approval is to be taken or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If If, at any time prior to the time of such meetingEffective Time, any event with respect to the Company or any Company Subsidiary(including its officers, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, directors and subsidiaries) shall occur which that is required to be described in an amendment of, or a supplement to, the Company Proxy Statement or the Registration Statement, the Company shall notify Parent thereof and such event shall be so described, and . Any such amendment or supplement shall be promptly filed with the SECSEC and, as and to the extent required by applicable Laws, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable Laws. The Company Proxy StatementStatement will (with respect to the information about the Company, insofar as it relates its officers, directors and subsidiaries that the Company is asked to other provide or review and approve) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act. The information supplied by the Company expressly for inclusion in the Offer Documents will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 will comply as to form in all material respects with the provisions of Rule 14d-9 of the Exchange Act and any other applicable federal securities Laws and will not, when filed with the rules and regulations thereunderSEC or distributed or disseminated to the Company’s shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that the Company makes no representation or warranty with respect to statements made in the Schedule 14D-9 based on information furnished by Parent or Merger Sub expressly for inclusion therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective representatives expressly for inclusion in the Offer Documents or the Company Proxy Statement.

Information Supplied. The Schedule 14D-9 and any other documents to be filed None of the information supplied by the Company with for inclusion in (a) the SEC Offer Documents, the Schedule 14D-9 or any other governmental or regulatory authority the information statement required in connection with the Offer and under Rule 14f-1 promulgated under the other transactions contemplated hereby will not1934 Act (together with any amendments or supplements thereto, on the date of its filing or“Offer Information Statement”) shall, with respect to at the Schedule 14D-9, on the date it is time filed with the SEC and first published, sent as of the date such document or given any amendment or supplement thereto is mailed to stockholdersthe stockholders of the Company and at the time of the Company Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact ; or omit to state any material fact required to be stated therein or necessary to make correct any statement in any earlier communication with respect to the statements therein not subject matter thereof which has become misleading, or (b) the Proxy Statement, if any, or any amendment or supplement thereto, to be sent to the Company stockholders in connection with the Merger and none the other transactions contemplated by this Agreement (the “Proxy Statement”) shall, at the time filed with the SEC and as of the information supplied date it or any amendment or supplement thereto is mailed to be supplied by the stockholders of the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder MeetingApproval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; or omit to state any material fact required to be stated therein or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become misleading. The representations and warranties contained in this Section 4.10 will not apply to statements or omissions included or incorporated by reference in the Offer Documents, Schedule 14D-9, Offer Information Statement or Proxy Statement based upon information supplied by Parent, Merger Subsidiary or any of their respective Representatives specifically for use or incorporation by reference therein. If at any time prior to the time of such meeting, Company Stockholder Meeting any fact or event with respect relating to the Company or any Company Subsidiary, of its Affiliates which should be set forth in an amendment or with respect supplement to other information supplied the Proxy Statement should be discovered by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement toshould occur, the Proxy Statement Company shall, promptly after becoming aware thereof, inform Parent of such fact or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderevent.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company Parent or any Parent Subsidiary expressly for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretoProxy Statement/Prospectus will, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none case of the information supplied or to be supplied by the Company and included or incorporated by reference in the definitive Proxy Statement (as defined in Section 6.02and any amendment or supplement thereto), as supplemented if necessary, will, at the date mailed to stockholders of mailing of the Company, definitive Proxy Statement/Prospectus (and any amendment or supplement thereto) and at the time of the Company Stockholder MeetingSpecial Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the The definitive Proxy Statement or will, as of the Registration Statementmailing date and as of the date of the Special Meeting, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder. None of the information supplied or to be supplied by Parent in writing expressly for inclusion or incorporation by reference in any of the Ancillary Public Disclosures will, at the time filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Parent and each Parent Subsidiary makes no representation, warranty or covenant with respect to any information supplied by the Company or the Members expressly for inclusion which is contained in the Registration Statement, Proxy Statement including the Prospectus, or any Ancillary Public Disclosures. The representations and warranties of Parent and each Parent Subsidiary included in this Agreement and any list, statement, document or information set forth in, or attached to, any Parent Disclosure Schedule provided pursuant to this Agreement or delivered hereunder, are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or (a) the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK Parent in connection with the issuance of shares of IHK Parent Common Stock in the Merger and as contemplated by Section 2.06 will (the "FORM S-4") will, at the time the Registration Statement Form S-4 is filed with the SEC and at the time the Form S-4, as amended or supplemented, becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, ; (b) the proxy statement relating to the meetings of Company and none of the information supplied or Parent stockholders to be supplied by held in connection with the Company and included or incorporated by reference in Merger (the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, "PROXY STATEMENT") will, at the date mailed to stockholders of the CompanyCompany and Parent, or and at the time of the meeting of stockholders of Company Stockholder Meetingand Parent to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they are made, made not misleading. If at any time prior misleading and (c) the Registration Statement on Form S-1 (the "FORM S-1") to be filed with the time of such meeting, any event SEC by Parent with respect to the Company Public Offering (as defined in SECTION 4.4) will, at the time the Form S-1 is filed with the SEC and at the time the Form S-1, as amended or supplemented, becomes effective under the Securities Act, contain any Company Subsidiary, untrue statement of a material fact or with respect omit to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is state any material fact required to be described in an amendment ofstated therein or necessary to make the statements therein not misleading based upon information furnished by or on behalf of Company and Company's majority stockholder, or The Second Cup Ltd., a supplement tocorporation organized under the laws of Ontario, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SECCanada ("SECOND CUP"). The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, meeting of Company's stockholders to vote on the Merger will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, and the Form S-4 and the Form S-1 (to the extent that the Form S-1 contains information furnished by or on behalf of Company and Second Cup) will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK Parent in connection with the issuance of shares of IHK Parent Common Stock in as required by the terms of this Agreement pursuant to the Merger and as contemplated by Section 2.06 will (the "S-4"), at the time the Registration Statement S-4 is filed with the SEC and at the time it becomes effective under the Securities Act or at the Effective TimeAct, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of (ii) the information supplied or proxy statement relating to the Company Stockholder Meeting to be supplied by held in connection with the Company and included or incorporated by reference in Merger (the "Proxy Statement (as defined in Section 6.02), as supplemented if necessary, Statement") will, at the date mailed to stockholders of the Company, or and at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, Effective Time any event with in respect to of the Company Company, its officers and directors or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement S-4 or the Registration Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SECSEC and, as required by Law, disseminated to the stockholders of the Company. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion thereinStockholder Meeting, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made under this Section 3.7 with respect to any statements made or incorporated by reference in the S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at on the date it is first mailed to stockholders of the Company, or at the time holders of the Company Stockholder Common Stock or on the date (the "Meeting Date") of the related stockholders meeting (the "Stockholders Meeting"), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meetingMeeting Date, any event with respect to the Company or any Company SubsidiaryCompany, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed described by the Company. All documents that the Company is responsible for filing with the SEC. The Proxy StatementSEC in connection with the transactions contemplated herein, insofar as it relates to the extent relating to the Company or its Subsidiaries or other information supplied by the Company specifically for inclusion therein, will comply as to form form, in all material respects respects, with the provisions of the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to (i) the information supplied or to be supplied by Newco for inclusion in the Proxy Statement or (ii) any projections, forward-looking statements or similar information provided to Newco that are not of an historical nature, except that, in the case of clause (ii), the Company has prepared such projections or statements in good faith based upon assumptions the Company believed to be reasonable in light of the circumstances existing at the time such projections were made.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretowill, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in (ii) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, Statement/Prospectus will, at on the date it is first mailed to stockholders of the Company, or at the time holders of the Company Stockholder Common Stock or on the date of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time date of such meetingthe Company Stockholders' Meeting, any event with respect to the Company or any Company SubsidiaryCompany, or with respect to other information supplied by the Company specifically for inclusion in the Proxy Statement or the Registration Statement/Prospectus, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement/Prospectus, such event shall be so described, and such amendment or supplement shall be promptly filed described by the Company. All documents that the Company is responsible for filing with the SEC. The Proxy StatementSEC in connection with the transactions contemplated herein, insofar as it relates to the extent relating to the Company or other information supplied by the Company for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply in all material respects with the provisions of applicable law as to the Exchange Act and information required to be contained therein. Notwithstanding the rules and regulations thereunderforegoing, but subject to the definition of "Material Adverse Effect", the Company makes no representation or warranty with respect to (i) the information supplied or to be supplied by Merger Sub for inclusion in the Form S-4 or the Proxy Statement/Prospectus or (ii) any projections, forward-looking statements or similar information provided to Merger Sub that are not of an historical nature.

Information Supplied. The Schedule 14D-9 and any other documents None of the information supplied or to be filed supplied by the Company with the SEC PepsiCo or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing orSubsidiaries for inclusion or incorporation by reference in (i) the Form S-4 will, with respect to at the Schedule 14D-9, on time the date it Form S-4 is filed with the SEC and first publishedSEC, sent at any time it is amended or given to stockholderssupplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by misleading or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement"ii) to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, Statement/Prospectus will, at the date it is first mailed to Whitman's stockholders of the Company, or at the time of the Company Stockholder Whitman Stoxxxxxxxxx Meeting, contain any untrue statement of a statemexx xx x material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, Form S-4 will comply as to form in all material respects with the provisions requirements of the Exchange Act Securities Act, except that no representation is made by PepsiCo with respect to statements made or incorporated by reference therein based on information supplied by Whitman or any Subsidiary of Whitman for inclusion or inxxxxxxxtion by reference in txx Xxxx S-4. (f) Absence of Certain Changes or Events. Except as disclosed in the reports, schedules, forms, statements and other documents required to be filed by PepsiCo with the rules SEC since January 1, 1997 and regulations thereunder.publicly available prior to the date of this Agreement (the "PepsiCo Filed SEC Documents"), since September 5, 1998, PepsiCo has conducted the business of each of the PepsiCo Subsidiaries only in the ordinary course, and there has not been (i) any Material Adverse Change in the PepsiCo Subsidiaries , (ii) any granting by any of the PepsiCo Subsidiaries to any Transferred Individual of any increase in compensation, except for increases in cash compensation in the ordinary course of business consistent with past practice or to the extent required under employment agreements in effect as of the date of this Agreement (true and complete copies of which have

Information Supplied. The None of the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in (i) the S-4, the Offer Documents, the Schedule 14D-9 and any other documents to be filed by or the Company with Information Statement, will, at the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it time such document is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s stockholders, and in the case of the S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading, except that no representation is made by or (ii) the Company with respect Proxy Statement or the proxy statement to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as be sent to form in all material respects with the requirements stockholders of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK Parent in connection with the issuance of shares of IHK Common Stock in Parent Stockholder Meeting (the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the “Parent Proxy Statement (as defined in Section 6.02Statement”), as supplemented if necessaryapplicable, will, at the date it is first mailed to the Company Stockholders or the stockholders of the CompanyParent (the “Parent Stockholders”), or as applicable, and at the time of the Company Stockholder Stockholders Meeting or Parent Stockholders Meeting, as applicable, or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If The S-4, the Offer Documents, the Parent Proxy Statement and the Company Proxy Statement, at any time prior the date such Parent Proxy Statement or Company Proxy Statement is first mailed to stockholders and at the time of such meetingthe Parent Stockholders Meeting or Company Stockholders Meeting, any event with respect to the Company or any Company Subsidiaryas applicable, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions requirements of the Exchange Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company or any of its representatives which is contained or incorporated by reference in the Offer Documents and the Company Proxy Statement.

Information Supplied. The Schedule 14D-9 and any other documents information supplied or to be supplied by the Company or its Representatives for inclusion in the registration statement on Form S-4 to be filed by the Company with the SEC or any other governmental or regulatory authority NewCo in connection with the Offer and Merger (the other transactions contemplated hereby will “Form S-4”) shall not, on at the date of its filing or, with respect to time the Schedule 14D-9, on Form S-4 is declared effective by the date it is filed with the SEC and first published, sent or given to stockholdersSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by IAC, NewCo, Merger Sub or their Representatives in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SECtherein. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company or its Representatives for inclusion or incorporation by reference in the Offer Documents or proxy statement/prospectus included in the Registration Statement on Form S-4 (together with all amendments theretothe “Proxy Statement/Prospectus”) will not, at the "Registration time the Proxy Statement") /Prospectus is first mailed to the stockholders of the Company and at the time of any meeting of Company stockholders to be filed with the SEC by IHK held in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder MeetingMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by IAC, NewCo, Merger Sub or their Representatives in writing expressly for inclusion therein. If at any time prior to The Form S-4 and the time of such meeting, any event Proxy Statement/Prospectus (solely with respect to the portion thereof relating to the Company or Stockholders’ Meeting but excluding any Company Subsidiary, or with respect to other portion thereof based on information supplied by the Company for inclusion IAC, NewCo, Merger Sub or their Representatives in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company writing expressly for inclusion therein, with respect to which no representation or warranty is made by the Company) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. The Schedule 14D-9 information relating to the Company and any other documents its Subsidiaries to be filed by contained in the joint proxy statement in preliminary and definitive form relating to the Company with the SEC or any other governmental or regulatory authority in connection with the Offer Special Meeting and the other transactions contemplated hereby Parent Special Meeting, which will be used as a prospectus of Parent with respect to the Parent Stock issuable in the First Merger (together with any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), and the registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Stock in the First Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement/Prospectus will be included as a prospectus of Parent (together with any amendments or supplements thereto, the “Form S-4”) will not, on the date of its filing or, with respect the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the Schedule 14D-9, on stockholders of the date it Company and Parent or at the time the Form S-4 (and any amendment or supplement thereto) is filed with declared effective or at the SEC and first published, sent or given to stockholderstime of the Company Special Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such Joint Proxy Statement/Prospectus (other documents filed by than the Company with portions thereof relating solely to the SEC under meeting of the Exchange Act or with any other Governmental Entity under applicable law shareholders of Parent) will comply as to form in all material respects as to form with the requirements of the Exchange Act or other applicable lawand the rules and regulations promulgated thereunder. If an Irish Prospectus is required under Irish Prospectus Law, as the case may be. None of the information supplied or relating to the Company and its Subsidiaries to be supplied by the Company for inclusion or incorporation by reference contained in the Offer Documents Irish Prospectus will not, on the date the Irish Prospectus (and any amendment or supplement thereto) is first made available to the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed public in accordance with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective TimeIrish Prospectus Regulations, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. If at any time prior to Notwithstanding the time foregoing provisions of such meetingthis Section 3.12, any event no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Company Joint Proxy Statement/Prospectus, the Form S-4 or any Company Subsidiary, or with respect to other information (if applicable) the Irish Prospectus which were not supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions on behalf of the Exchange Act and the rules and regulations thereunderCompany.

Information Supplied. The Schedule 14D-9 and any other documents None of the information supplied or to be filed supplied by Gold Banc for inclusion or incorporation by reference in (i) the Registration Statement will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time or the Bank Merger Effective Time contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, other than information supplied in writing by the Company, or (ii) the Proxy Statement will, at the date mailed to shareholders of the Company with and of the SEC Bank, or any other governmental or regulatory authority at the time of the meetings of such shareholders to be held in connection with the Offer Merger and the other transactions contemplated hereby will notBank Merger, on or at the date of its filing or, with respect to Effective Time or the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholdersBank Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to other than information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meetingEffective Time or the Bank Merger Effective Time, any event with respect to the Company Gold Banc or any Company Subsidiary, subsidiary of Gold Banc or with respect to other information supplied by the Company Gold Banc for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Registration Statement or the Registration Proxy Statement, such event shall will be so described, and such amendment or supplement shall be promptly filed with the SECSEC and, as required by law, disseminated to the shareholders of the Company and the Bank. The Proxy Statement, insofar as it relates to Gold Banc or other information supplied by the Company Gold Banc for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by Enterprises, any of the Company Remaining Subsidiaries, TPIR, TPIE, TPII or any TPIR Subsidiary for inclusion or incorporation by reference in the Offer Documents or Proxy Statement and the Registration Statement on Form S-4 (together with all amendments theretoas defined below in Section 8.1) will, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will Enterprises' knowledge, at the time the Registration Statement is filed with the Securities and Exchange Commission (the "SEC") and at the time it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except for such statements or omissions as would not have a Material Adverse Effect on Enterprises and none of the Remaining Subsidiaries, taken as a whole, or on TPIR, TPIE, TPII and the TPIR Subsidiaries, taken as a whole; provided, however, that Enterprises is given a reasonable opportunity to review such information supplied or prior to be supplied by the Company filing and included or incorporated by reference in the effectiveness. The Proxy Statement and the Registration Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed except for such portions thereof that relate only to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration StatementShoney's), shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion thereinEnterprises' knowledge, will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the information furnished by Enterprises, any of the Remaining Subsidiaries, TPIR, TPIE, TPII or any TPIR Subsidiary in connection with this Agreement or the consummation of the transactions contemplated by this Agreement (which information is described on Schedule 5.11 to the Enterprises Disclosure Letter), to Enterprises' knowledge, contains or will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances under which it is so furnished and as of the date it was furnished, not misleading.

Information Supplied. The Schedule 14D-9 Each of Parent and the Company agrees, as to it and its Affiliates, employees, or Representatives, that none of the information supplied or to be supplied by Parent or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement or any other documents filed or to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will nothereby, on will, as of the date of its filing or, with respect time such documents (or any amendment thereof or supplement thereto) are mailed to the Schedule 14D-9, on holders of shares of Company Common Stock and at the date it is filed with time of the SEC and first published, sent or given to stockholdersCompany Shareholders Meeting, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Each of Parent, except that no representation is made by Merger Sub and the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly further agrees that all documents that such Party is responsible for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company filing with the SEC under in connection with the Exchange Act or with any other Governmental Entity under applicable law Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and any other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger Laws and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, not contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the time of such meetingEffective Time, any event with respect or circumstance relating to Parent or Merger Sub, or their respective officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement, Parent shall promptly inform the Company and, if 43 requested by Parent, the Company shall amend or supplement the Proxy Statement promptly to disclose such event or circumstance. If at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiaryof its Subsidiaries, or with respect to other information supplied their respective officers or directors, should be discovered by the Company for inclusion which should be set forth in an amendment or a supplement to the Proxy Statement, the Company shall promptly inform Parent and, if requested by Parent, the Company shall amend or supplement the Proxy Statement or the Registration Statement, shall occur which is required promptly to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, disclose such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.circumstance

Information Supplied. The Schedule 14D-9 Each of Axxxxxxx and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will notPark agrees, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable lawitself and its Subsidiaries, as the case may be. None that none of the information supplied or to be supplied by the Company it for inclusion or incorporation by reference in the Offer Documents or (i) the Registration Statement on Form S-4 (together with all amendments will, at the time the Registration Statement and each amendment or supplement thereto, the "Registration Statement") to be if any, is filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in (ii) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, Statement/Prospectus and any amendment or supplement thereto will, at the date mailed of mailing to stockholders of the Company, or Axxxxxxx shareholders and at the time of the Company Stockholder Axxxxxxx Meeting, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleadingmisleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement/Prospectus or any amendment or supplement thereto. If at any time Each of Axxxxxxx and Park further agrees that if it shall become aware prior to the time Effective Time of such meeting, any event information furnished by it that would cause any of the statements in the Registration Statement and the Proxy Statement/Prospectus to be false or misleading with respect to the Company or any Company Subsidiarymaterial fact, or with respect to omit to state any material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not false or misleading, to promptly inform the other information supplied by party thereof and to take the Company for inclusion in necessary steps to correct the Registration Statement and the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder/Prospectus.

Information Supplied. The Schedule 14D-9 and any other documents None of the information supplied or to be filed supplied by the Company with expressly for inclusion or incorporation by reference in (i) the SEC or any other governmental or regulatory authority in connection with Information Statement, will, at the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it time such document is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to stockholdersthe Company Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Company Proxy Statement will, at the date it is first mailed to the Shareholders of the Company and at the time of the Company Shareholders Meeting or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (iii) the information supplied by the Company for inclusion in the application for issuance of the California Permit pursuant to which the parties shall apply for the Parent securities to be issued in the Merger to be qualified under the California Code (the “Permit Application”) shall not, at the time the Fairness Hearing is held pursuant to Section 25142 of the California Code, at the time the qualification of such securities is effective under Section 25122 of the California Code or at any other time prior to the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not false or misleading, except that no representation is made by . The Information Statement and the Company with respect Proxy Statement, at the date such Company Proxy Statement is first mailed to information supplied in writing by or on behalf Shareholders and at the time of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law Shareholders Meeting, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or other applicable law, as the case may be. None of the warranty with respect to any information supplied by Parent or to be supplied by the Company for inclusion Merger Sub or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance any of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included their respective representatives which is contained or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderforegoing documents.

Information Supplied. The Schedule 14D-9 Each of the Company, Parent and any other documents Merger Sub shall promptly furnish all information concerning such Party to the others as may be filed by the Company with the SEC or any other governmental or regulatory authority reasonably requested in connection with the Offer preparation, filing and distribution of the other transactions contemplated hereby will notProxy Statement, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is 13E-3 or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereunder. Each of Parent, Merger Sub and first publishedthe Company agrees, sent as to it and its respective Affiliates, directors, officers, employees, agents or given Representatives, that none of the information supplied or to stockholdersbe supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement, the Schedule 13E-3 or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are filed with the SEC, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of Company Shares and at the time of the Company Shareholders Meeting or any adjournment thereof, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective officers or directors, should be discovered which should be set forth in an amendment or a supplement to the Proxy Statement or the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by Party discovering such event or on behalf of IHK circumstance shall promptly inform the other Parties and an appropriate amendment or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents supplement describing such event or circumstance shall be promptly filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under and disseminated to the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements shareholders of the Exchange Act or other applicable lawCompany to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed shall consult with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event other Party with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement and shall be promptly filed with afford the SEC. The Proxy Statement, insofar as it relates other Party and their Representatives reasonable opportunity to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereundercomment thereon.

Information Supplied. The Schedule 14D-9 and None of the information relating to REIT I or any REIT I Subsidiary contained or incorporated by reference in the REIT I Proxy Statement or the Form S-4 or that is provided by any of REIT I or any REIT I Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority Governmental Authority in connection with the Offer and the other transactions contemplated hereby by this Agreement will not(a) in the case of the REIT I Proxy Statement, on at the date time of its filing orthe initial mailing thereof, with respect to at the Schedule 14D-9time of the REIT I Shareholders Meeting, on at the date it time the Form S-4 is filed with declared effective by the SEC and first published, sent or given to stockholdersat the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by or (b) in the Company case of the REIT I Proxy Statement or with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents any other document to be filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company REIT I with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in Merger or the Merger and as other transactions contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Timethis Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of its filing with the Company Stockholder MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior All documents that REIT I is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the time of such meetingextent relating to REIT I, any event with respect to its officers, directors and partners and the Company REIT I Subsidiaries (or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, on behalf of REIT I or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company any REIT I Subsidiaries for inclusion therein, ) will comply as to form in all material respects with the provisions applicable requirements of the Exchange Securities Act and the rules and regulations thereunderExchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the NNN REIT Parties.

Information Supplied. The None of the information supplied or to -------------------- be supplied by the Company specifically for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9 and any other documents 14D-9, (iii) the information to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement") or --------------------- (iv) the proxy statement (together with any amendments or supplements thereto, the "Proxy Statement") relating to the Stockholders Meeting (as defined in --------------- Section 7.1), will, in the case of the Offer Documents, the Schedule 14D-9 and ----------- the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is Information Statement are filed with the SEC and or first published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingmisleading or, except that no representation is made by in the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements case of the Exchange Act or other applicable lawProxy Statement, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date is first mailed to stockholders of the Company, 's stockholders or at the time of the Company Stockholder Stockholders Meeting, contain be false or misleading with respect to any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. If at misleading or necessary to correct any time prior to the time of such meeting, statement in any event earlier communication with respect to the solicitation of proxies for the Stockholders Meeting which has become false or misleading, except that no representation or warranty is made by the Company or in connection with any Company Subsidiary, or of the foregoing with respect to other statements made or incorporated by reference therein based on information supplied by the Company Parent or Sub or any of their respective representatives specifically for inclusion in or incorporation by reference therein. The Schedule 14D-9, the Information Statement and the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions requirements of the Exchange Act and Act, except that no representation or warranty is made by the rules and regulations thereunderCompany in connection with any of the foregoing with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub or any of their respective representatives specifically for inclusion or incorporation by reference therein.

Information Supplied. The Each of Parent, Merger Sub and the Company agrees, as to it and its respective Affiliates, directors, officers, employees, agents or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement, the Schedule 14D-9 and 13E-3 or any other documents filed or to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will nothereby, on will, as of the date of its filing or, with respect time such documents (or any amendment thereof or supplement thereto) are mailed to the Schedule 14D-9, on holders of Company Shares and at the date it is filed with time of the SEC and first published, sent Company Shareholders Meeting or given to stockholdersany adjournment thereof, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective officers or directors, should be discovered which should be set forth in an amendment or a supplement to the Proxy Statement or the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by Party discovering such event or on behalf of IHK circumstance shall promptly inform the other Parties and an appropriate amendment or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents supplement describing such event or circumstance shall be promptly filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under and disseminated to the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements shareholders of the Exchange Act or other applicable lawCompany to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed shall consult with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event other Party with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement and shall be promptly filed with afford the SEC. The Proxy Statement, insofar as it relates other Party and their Representatives reasonable opportunity to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereundercomment thereon.

Information Supplied. The Each of Parent, Merger Sub and the Company agrees, as to it and its respective Affiliates, directors, officers, employees, agents or Representatives, that none of the information supplied or to be supplied by Parent, Merger Sub or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement, the Schedule 14D-9 and 13E-3 or any other documents filed or to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will nothereby, on will, as of the date of its filing or, with respect time such documents (or any amendment thereof or supplement thereto) are mailed to the Schedule 14D-9, on holders of Company Shares and at the date it is filed with time of the SEC and first published, sent or given to stockholdersCompany Shareholders Meeting, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Parent, Merger Sub or the Company, or their respective officers or directors, should be discovered which should be set forth in an amendment or a supplement to the Proxy Statement or the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by Party discovering such event or on behalf of IHK circumstance shall promptly inform the other Parties and an appropriate amendment or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents supplement describing such event or circumstance shall be promptly filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under and disseminated to the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements shareholders of the Exchange Act or other applicable lawCompany to the extent required by Law; provided that prior to such filing, the Company and Parent, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed shall consult with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event other Party with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement and shall be promptly filed with afford the SEC. The Proxy Statement, insofar as it relates other Party and their Representatives reasonable opportunity to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereundercomment thereon.

Information Supplied. The Schedule 14D-9 and any other documents to be filed None of the information supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which Company Common Shares issuable in the Merger will be registered with the SEC (the “Registration Statement”) shall (i) when filed with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will notagency, on the date of its filing or, with respect to the Schedule 14D-9, on the date (ii) when it is filed with declared effective by the SEC SEC, and first published, sent or given to stockholders(iii) at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration REIT Merger Proxy Statement on Form S-4 shall (together with all amendments thereto, the "Registration Statement"i) to be when filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will or other regulatory agency, (ii) at the time times when it (or any amendment thereof or supplement thereto) is mailed to the Registration Statement becomes effective under holders of Company Common Shares and NRT Common Stock, (iii) at the Securities Act or times of each of the Company Shareholder Meeting and the NRT Stockholder Meeting, and (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meetingEffective Time, any event with respect to the Company or any Company SubsidiaryCompany, or with respect to other information supplied by the Company specifically for inclusion in the REIT Merger Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the REIT Merger Proxy Statement or the Registration Statement, such event shall be so described, described by the Company and such amendment or supplement shall be promptly filed provided to NRT. All documents that the Company is responsible for filing with the SEC. The Proxy StatementSEC in connection with the transactions contemplated herein, insofar as it relates to the extent relating to the Company or other information supplied by the Company for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Exchange Act, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any Law as to the Exchange Act and information required to be contained therein. Notwithstanding the rules and regulations thereunderforegoing the Company makes no representation or warranty with respect to the information supplied or to be supplied by NRT or its Affiliates for inclusion or incorporation by reference in the REIT Merger Proxy Statement or the Registration Statement.

Information Supplied. The Schedule 14D-9 None of the information supplied or to be supplied by Purchaser expressly for inclusion or incorporation by reference: (a) in any current report on Form 8-K, and any other documents to be filed by the Company with the SEC exhibits thereto or any other governmental report, form, registration or regulatory authority in connection other filing made with any Governmental Authority (including the Offer and the other transactions contemplated hereby will not, on the date of its filing or, SEC) with respect to the Schedule 14D-9transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Pubco’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), on will, when filed, made available, mailed or distributed, as the date it is filed with the SEC and first published, sent or given to stockholderscase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, except that however, no representation or warranty is made by as to the Company accounting treatment of Purchaser’s issued and outstanding warrants, or as to any deficiencies in disclosure (including with respect to information supplied accounting and disclosure controls) arising from the treatment of such warrants as equity rather than liabilities in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may bePurchaser’s financial statements. None of the information supplied or to be supplied by the Company Purchaser expressly for inclusion or incorporation by reference in any of the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretoSigning Press Release, the "Registration Statement") to be Signing Filing, the Closing Filing and the Closing Press Release will, when filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02)distributed, as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meetingapplicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to Notwithstanding the time of such meetingforegoing, any event Purchaser makes no representation, warranty or covenant with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement toon behalf of Pubco, the Proxy Statement Target Companies or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions any of the Exchange Act and the rules and regulations thereundertheir respective Affiliates.

Information Supplied. The Schedule 14D-9 and any other documents None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) (A) the registration statement on Form F-4 to be filed by the Company with the SEC or any other governmental or regulatory authority by Parent in connection with the Offer Share Issuance (the "Form F-4"), or (B) the registration statement on Form F-6 to be filed with the SEC by the Depositary in connection with the Parent ADSs (the "Form F-6"), at the time the Form F-4 and Form F-6 are filed with the other transactions contemplated hereby SEC, at any time either is amended or supplemented or at the time either becomes effective under the Securities Act, will notcontain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, on (ii) the date of its filing orProxy Statement will, with respect to the Schedule 14D-9, on at the date it is filed with first mailed to the SEC and first published, sent Company's shareholders or given to stockholdersat the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by (iii) the Company report of the Parent Executive Board (Bericht des Vorstands) pursuant to Section 186 of the GSCL and other disclosure documents required under applicable German Law with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 Parent Shareholders Meeting (together with all amendments thereto, the "Registration StatementGerman Disclosure Document") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date the invitation to the Parent Shareholders Meeting is first published in the Electronic Federal Gazette (elektronischer Bundesanzeiger) (the "Gazette") or mailed to stockholders of the Company, Parent's shareholders or at the time of the Company Stockholder Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If misleading or (iv) the listing prospectus (Börsenzulassungsprospekt) required for the admission of the Parent Ordinary Shares issued as consideration for the contribution-in-kind of the Company Common Stock (the "Listing Prospectus") on the Regulated Market (Geregelter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse, the "FSE") (Prime Standard) will, at any time prior the date it is first published or mailed to the time FSE contain any untrue or incomplete statement of such meeting, a material fact or omit to state any event material fact required to be stated therein required for the assessment of the value of the Parent Ordinary Shares; provided that no representation is made by the Company with respect to the Company statements made or any Company Subsidiary, or with respect to other incorporated by reference therein based on information supplied by the Company Parent for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SECincorporation by reference therein. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent for inclusion or incorporation by reference therein.

Information Supplied. The Schedule 14D-9 Subject in all respects to the accuracy of the representations and any other documents warranties of Parent and Buyer set forth in Article V hereof, the information supplied or to be filed supplied by or on behalf of the Company with for inclusion or incorporation by reference, as such may be timely amended or supplemented, in (i) that portion of the SEC or any other governmental or regulatory authority Joint Proxy/Registration Statement constituting Parent's registration statement on Form S-4 in connection with respect of the Offer and issuance of the other transactions contemplated hereby will Notes in the Merger (the "Registration Statement") shall not, on at the date of its filing or, with respect to time the Schedule 14D-9, on the date it Joint Proxy/Registration Statement is filed with the SEC and first published, sent or given to stockholdersand/or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except (ii) that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements portion of the Exchange Act or other applicable lawJoint Proxy/Registration Statement constituting the Company's proxy statement, as in definitive form, relating to the case may be. None of the information supplied or Shareholders Meeting to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK held in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will the related transactions (the "Proxy Statement") shall not, at the date mailed to the Company's shareholders and at the time of the Registration Statement becomes effective under the Securities Act or at the Effective TimeShareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, and none in light of the information supplied circumstances under which they are made, not misleading or omit to be supplied by state any material fact necessary to correct any statement in any earlier communication with respect to the Company solicitation of proxies for the Shareholders Meeting that has become false or misleading and included or incorporated by reference in (iii) the Proxy Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Merger (as defined in Section 6.02), as supplemented if necessary, willthe "Schedule 13E-3") shall not, at the date mailed to stockholders of time the Company, or Schedule 13E-3 is filed with the SEC and at the time of the Company Stockholder Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If If, at any time prior to the time of such meetingEffective Time, any event with respect relating to the Company or any Company Subsidiary, Affiliate, Associate, officer or with respect to other information supplied director is discovered by the Company for inclusion that should be set forth in the Proxy Statement an amendment or a supplement to the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration StatementSchedule 13E-3, such event the Company shall be so describedpromptly inform Parent and Buyer. Notwithstanding the foregoing, and such amendment the Company makes no representation or supplement shall be promptly filed warranty with the SEC. The Proxy Statement, insofar as it relates respect to other any information supplied by or on behalf of Parent or Buyer that is contained in or furnished in connection with the Company for inclusion therein, will preparation of the Joint Proxy/Registration Statement or the Schedule 13E-3. The Joint Proxy/Registration Statement shall comply as to form in all material respects with the respective provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. The Offer Documents, including Schedule 14D-9 14D-1, will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other documents to be filed applicable law, and will conform in all material respects with the requirements of the Exchange Act and any other applicable law. The information contained in the Offer Documents (other than information furnished in writing by the Company with the SEC or any other governmental or regulatory authority expressly for inclusion in connection with the Offer Documents, as to which Parent and the other transactions contemplated hereby Sub make no representations or warranties) will not, on at the date of its filing or, with respect to the Schedule 14D-9, on the date it is respective times such Offer Documents are filed with the SEC and first (or such filings are amended or supplemented) or published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company Parent or Sub or any affiliate of Parent for inclusion or incorporation by reference in (i) Schedule 14D-9 will, at the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be time Schedule 14D-9 is filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger SEC, and as contemplated by Section 2.06 will at the any time the Registration Statement becomes effective under the Securities Act it is amended or at the Effective Timesupplemented, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingtherein, and none in light of the information supplied circumstances under which they are made, not misleading or to be supplied by the Company and included or incorporated by reference in (ii) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at on the date it is first mailed to stockholders the holders of the Company, Company Common Stock or at the time of the Company Stockholder Company's Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, Effective Time any event with respect to the Company Parent or any Company SubsidiarySub, or with respect to other any information supplied by the Company Parent or Sub for inclusion in the Proxy Statement Schedule 14D-9 or the Registration Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Sub shall so describe the Proxy Statement or event to the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SECCompany. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.(d)

Information Supplied. The Each of the Parent Parties and the Company agrees, as to it and its respective Affiliates, directors, officers, employees, agents or Representatives, that none of the information supplied or to be supplied by any Parent Party or the Company, as applicable, expressly for inclusion or incorporation by reference in the Proxy Statement, the Schedule 14D-9 and 13E-3 or any other documents filed or to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will nothereby, on will, as of the date of its filing or, with respect time such documents (or any amendment thereof or supplement thereto) are mailed to the Schedule 14D-9, on holders of Company Shares and at the date it is filed with time of the SEC and first published, sent Company Shareholders Meeting or given to stockholdersany adjournment thereof, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except provided, however, that no representation representation, warranty, covenant or agreement is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub any Parent Party expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretoProxy Statement, the "Registration Statement") Schedule 13E-3 or any other documents filed or to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will SEC. If at the any time the Registration Statement becomes effective under the Securities Act or at prior to the Effective Time, contain any untrue statement event or circumstance relating to the Parent Parties or the Company, or their respective officers or directors, should be discovered which should be set forth in an amendment or a supplement to the Proxy Statement or the Schedule 13E-3 so that such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, Party discovering such event or circumstance shall be so described, promptly inform the other Parties and such an appropriate amendment or supplement describing such event or circumstance shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates SEC and disseminated to other information supplied by the shareholders of the Company for inclusion thereinto the extent required by Law; provided that prior to such filing, will comply the Company and Parent, as to form in all material respects the case may be, shall consult with the provisions of other Party with respect to such amendment or supplement and shall afford the Exchange Act other Party and the rules and regulations thereundertheir Representatives reasonable opportunity to comment thereon.

Information Supplied. The Schedule 14D-9 and any other documents None of the information supplied or to be filed supplied by the Company with expressly for inclusion or incorporation by reference in (i) the SEC or any other governmental or regulatory authority in connection with Information Statement, will, at the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it time such document is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to stockholdersthe Company Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Company Proxy Statement will, at the date it is first mailed to the Shareholders of the Company and at the time of the Company Shareholders Meeting or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (iii) the information supplied by the Company for inclusion in the application for issuance of the California Permit pursuant to which the parties shall apply for the Parent securities to be issued in the Merger to be qualified under the California Code (the “Permit Application“) shall not, at the time the Fairness Hearing is held pursuant to Section 25142 of the California Code, at the time the qualification of such securities is effective under Section 25122 of the California Code or at any other time prior to the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not false or misleading, except that no representation is made by . The Information Statement and the Company with respect Proxy Statement, at the date such Company Proxy Statement is first mailed to information supplied in writing by or on behalf Shareholders and at the time of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law Shareholders Meeting, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or other applicable law, as the case may be. None of the warranty with respect to any information supplied by Parent or to be supplied by the Company for inclusion Merger Sub or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance any of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included their respective representatives which is contained or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderforegoing documents.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK Parent and Newco in connection with the issuance of shares of IHK Newco Senior Preferred Stock, Newco Redeemable Preferred Stock, Parent Common Stock Limited Partner Interests (as hereinafter defined), Parent Senior Preferred Units and/or Parent Redeemable Preferred Units, as the case may be, in the Merger, the WDOP Merger and the WROP Merger, as contemplated by Section 2.06 will applicable (the "S-4"), will, at the time the Registration Statement S-4 becomes effective under the Securities Act or at the Effective Time, Time contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, Statement/Prospectus will, at the date mailed to stockholders of the CompanyCompany or limited partners of WDOP and WROP, as applicable, or at the time of the Company Stockholder Meeting, meeting of such stockholders to be held in connection with the Merger or at the Effective Time contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, Effective Time any event with respect to the Company or any Company Subsidiaryof its Subsidiaries, or with respect to other information supplied by the Company for inclusion in the Proxy Statement Statement/Prospectus or the Registration StatementS-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement S-4 or the Registration Proxy Statement/Prospectus, such event shall be so described, and the Company shall reasonably cooperate with Parent and Newco to cause such amendment or supplement shall to be promptly filed (if required to be filed) with the SECSEC and disseminated to the stockholders of the Company and limited partners of WDOP and WROP, as applicable. The Proxy Statement/Prospectus, insofar as it relates to the Company or its Subsidiaries or other information supplied by the Company for inclusion or incorporation by reference therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderthereunder and other applicable law.

Information Supplied. The Schedule 14D-9 and any other documents None of the information supplied or to be filed supplied by the Company with specifically for inclusion or incorporation by reference in (a) the SEC or any other governmental or regulatory authority in connection with Form S-4 will, at the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it time such document is filed with the SEC and first publishedSEC, sent at any time such document is amended or given to stockholderssupplemented or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by or (b) the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Joint Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it is first mailed to stockholders the shareholders of the CompanyCompany and of Parent, or at the time of the Company Stockholder Shareholders Meeting and the Parent Shareholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the time of such meeting, any event with respect extent relating to the Company or any Company Subsidiary, of its Subsidiaries or with respect to other information supplied by or on behalf of the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company any of its Subsidiaries for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act or the Securities Act, as applicable and each such document required to be filed with any Governmental Authority (other than the rules and regulations thereunder.SEC) in connection with the transactions contemplated herein will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein. [AGREEMENT AND PLAN OF MERGER]