Common use of Disclosure Schedules Clause in Contracts

Disclosure Schedules. The Parties acknowledge and agree that (a) the inclusion of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matters.

Disclosure Schedules. The Parties acknowledge schedules referenced herein the (“Disclosure Schedules”) have been arranged, for purposes of convenience only, as separate parts corresponding to the sections of ARTICLE III and agree that ARTICLE IV of this Agreement. Any information set forth in any part of the Disclosure Schedules will be deemed to be disclosed and incorporated by reference in each of the other parts of each such Schedule to the extent its applicability to such other Schedule is reasonably apparent on its face (a) whether or not specific cross-references are made), and will be deemed to qualify and limit all representations and warranties of the inclusion of Seller and Parent set forth in this Agreement. No reference to or disclosure to any items item or information other matter in the Disclosure Schedules that are not required by this Agreement to will be so included is solely for the convenience of Buyer or Seller, construed as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Seller indication that the matter is required to be disclosed by the terms of this Agreement such item or that the other matter is material or significant (nor shall will it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the such item or other matter is required to be disclosed by the terms of this Agreement referred to or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted . The information set forth in the Disclosure Schedules is disclosed solely for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions purposes of this Agreement, (g) the and no information set forth therein will be deemed to be an admission by any part to this Agreement to any third party of any matter whatsoever, including of any violation of law or breach of any agreement. The Disclosure Schedules and the information and statements disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the Seller and Parent contained in this Agreement and will not intended to constitute, (and shall will not be construed as constitutingto) expand or increase any of the representations, representations warranties, or warranties covenants of Seller and Parent. Nothing in the Disclosure Schedules is intended to broaden the scope of any representation or Buyer, as applicable, warranty contained in this Agreement or create any covenant and shall covenant. Matters reflected in the Disclosure Schedule are not expand or enlarge any of necessarily limited to matters required by the representations or warranties set forth Agreement to be reflected in ARTICLE III or ARTICLE IV, and (h) any the Disclosure Schedules. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar mattersnature.

Disclosure Schedules. The Parties acknowledge Disclosure Schedules shall be arranged in separate parts corresponding to the numbered and agree that (a) lettered Sections and subsections contained in this Agreement, and the inclusion information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify other representations and warranties only to the extent the applicability of such disclosure to such other representations and warranties is readily apparent on its face. If there is any inconsistency between the statements in the body of this Agreement and those in the Disclosure Schedules, the statements in the body of this Agreement shall control. The information contained in this Agreement and the Disclosure Schedules attached hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any items matter whatsoever (including any violation of Law or information breach of contract). Notwithstanding anything to the contrary contained in the Disclosure Schedules that are not required by or in this Agreement Agreement, the information and disclosures contained in any section of the Disclosure Schedules shall be deemed to be so included disclosed and incorporated by reference in any other Section of the Disclosure Schedules as though fully set forth in such other section of the Disclosure Schedules for which applicability of such information and disclosure is solely for reasonably apparent on its face. The fact that any item of information is disclosed in any section of the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall not be deemed construed to constitute an indication, admission or acknowledgement by Seller mean that the matter such information is required to be disclosed by this Agreement. Such information and the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules dollar thresholds set forth herein shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by used as a basis for interpreting the terms of “material” or “Material Adverse Effect” or other similar terms in this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted Agreement. Any capitalized term used in the Disclosure Schedules for convenience of reference only, (f) and not otherwise defined therein has the Disclosure Schedules are qualified meaning given to such term in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matters.

Disclosure Schedules. The Parties acknowledge and agree that (a) The Company Disclosure Schedule has been arranged, for purposes of convenience only, in separate sections and subsections corresponding to the inclusion Sections and subsections of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of Buyer or SellerSection 2 and, as applicable, Section 4. Any information set forth in any subsection of Part 2 of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each of the other subsections of Part 2 of the Company Disclosure Schedule as though fully set forth in such other subsections to the extent it is reasonably apparent on its face that such disclosure also qualifies or applies to such other subsections (b) the whether or not specific cross-references are made). No reference to or disclosure by Seller of any item or other matter in the Seller Company Disclosure Schedules Schedule shall not be deemed to constitute construed, in and of itself, as an indication, admission or acknowledgement by Seller indication that the such item or other matter is material or that such item or other matter is required to be referred to or disclosed by in the terms Company Disclosure Schedule. The information set forth in the Company Disclosure Schedule is disclosed solely for purposes of this Agreement Agreement, and no information set forth therein shall be deemed, in and of itself, to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Legal Requirement or breach of any Contract. (b) The Parent Disclosure Schedule has been arranged, for purposes of convenience only, in separate sections and subsections corresponding to the Sections and subsections of Section 3 and, as applicable, Section 4. Any information set forth in any subsection of Part 3 of the Parent Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each of the other subsections of Part 3 of the Parent Disclosure Schedule as though fully set forth in such other subsections to the extent it is reasonably apparent on its face that such disclosure also qualifies or applies to such other subsections (whether or not specific cross-references are made). No reference to or disclosure of any item or other matter in the Parent Disclosure Schedule shall be construed, in and of itself, as an admission or indication that such item or other matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission that such item or acknowledgement by Buyer that the other matter is required to be disclosed by the terms of this Agreement referred to or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference Parent Disclosure Schedule. The information set forth in the particular representation and warranty to such section of the Parent Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules Schedule is disclosed solely for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions purposes of this Agreement, (g) the Disclosure Schedules and the no information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth therein shall be deemed, in ARTICLE III and of itself, to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Legal Requirement or ARTICLE IV, and (h) breach of any additional matters set forth for informational purposes do not necessarily include other matters of a similar mattersContract.

Disclosure Schedules. The Parties acknowledge and agree that (a) The Company Disclosure Schedule has been arranged, for purposes of convenience only, in separate sections and subsections corresponding to the inclusion Sections and subsections of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of Buyer or SellerSection 2 and, as applicable, Section 4. Any information set forth in any section or subsection of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each of the other sections and subsections of the Company Disclosure Schedule as though fully set forth in such other sections and subsections (bwhether or not specific cross-references are made) to the extent the relevance of such information is reasonably apparent on its face. No reference to or disclosure by Seller of any item or other matter in the Seller Company Disclosure Schedules Schedule shall not be deemed to constitute construed as an indication, admission or acknowledgement by Seller indication that the such item or other matter is material or that such item or other matter is required to be referred to or disclosed by in the terms Company Disclosure Schedule. The information set forth in the Company Disclosure Schedule is disclosed solely for purposes of this Agreement Agreement, and no information set forth therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Legal Requirement or breach of any contract. (b) The Parent Disclosure Schedule has been arranged, for purposes of convenience only, in separate sections and subsections corresponding to the Sections and subsections of Section 3 and, as applicable, Section 4. Any information set forth in any section or subsection of the Parent Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each of the other sections and subsections of the Parent Disclosure Schedule as though fully set forth in such other sections and subsections (whether or not specific cross-references are made) to the extent the relevance of such information is reasonably apparent on its face. No reference to or disclosure of any item or other matter in the Parent Disclosure Schedule shall be construed as an admission or indication that the such item or other matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission that such item or acknowledgement by Buyer that the other matter is required to be referred to or disclosed by in the terms Parent Disclosure Schedule. The information set forth in the Parent Disclosure Schedule is disclosed solely for purposes of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever)Agreement, (d) if any section of the Disclosure Schedules lists an item or and no information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter set forth therein shall be deemed to have been disclosed in be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Legal Requirement or with respect to such other section, notwithstanding the omission breach of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matterscontract.

Disclosure Schedules. The Parties acknowledge and agree that (a) Prior to Closing, Seller shall have the inclusion right to correct, supplement, or amend the Disclosure Schedules with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. Any such correction, supplement, or amendment shall be delivered to Buyer as promptly as practicable after Seller becomes aware of such matter or makes such discovery and in any items event no later than three (3) Business Days prior to the Closing Date. For all purposes of this Agreement, including for purposes of determining whether the conditions set forth in Article X have been fulfilled, the Disclosure Schedules shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude all information contained in any such correction, supplement, or information amendment thereto. (b) Unless the context otherwise requires, all capitalized terms used in the Disclosure Schedules that are not required by shall have the respective meanings assigned in this Agreement Agreement. No reference to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any item or other matter in the Seller Disclosure Schedules shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The inclusion of any information in the Disclosure Schedules shall not be deemed to constitute be an indication, admission or acknowledgement acknowledgment by Seller Seller, in and of itself, that such information is material to or outside the matter is ordinary course of the business of the Companies or required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of on the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matters.

Disclosure Schedules. The Parties acknowledge and agree that (a) The representations and warranties set forth in this Agreement contemplate that there are attached Disclosure Schedules setting forth information that might be “material” or have a “ Material Adverse Effect” or might not be in the inclusion “ordinary course of any business.” The Parties may, at their option, include in such schedules items or information in the Disclosure Schedules that are not required by this Agreement material or are not likely to be so included is solely for the convenience of Buyer have a Material Adverse Effect or Seller, as applicable, (b) the disclosure by Seller of any matter are in the Seller Disclosure Schedules ordinary course of business, and any such inclusion shall not be deemed to constitute be an indicationacknowledgment or representation that such items are material or would have a Material Adverse Effect, admission to establish any standard of materiality, Material Adverse Effect or acknowledgement by Seller that ordinary course of business, or to define further the matter is required to be disclosed by the meaning of such terms for purposes of this Agreement or that the matter is material or significant Agreement. (nor shall it establish a standard of care of materiality for any purpose whatsoever), (cb) the disclosure by Buyer of any matter Nothing in the Buyer Disclosure Schedules Schedule shall be deemed adequate to disclose an exception to a representation or warranty made unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to constitute disclose an indication, admission exception to a representation or acknowledgement by Buyer that the matter is required to be disclosed by the terms of warranty made in this Agreement (unless the representation or that warranty has to do with the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section existence of the document or other item itself). The Disclosure Schedules lists an item or Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Agreement. Disclosure of information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter Schedule shall be deemed to have been disclosed in for purposes of another section or with respect sections of this Agreement if the relevance or applicability of such disclosure to such other section, notwithstanding the omission subject matter of an appropriate cross-reference to such other section or sections is readily apparent on the omission face of such disclosure to a reference Person experienced in the particular representation and warranty to such section coal mining industry. Qualification of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted any disclosure in the Disclosure Schedules for convenience Schedule by the Knowledge, awareness or belief of reference only, (f) Sellers or limitation of any disclosure in this Disclosure Schedule by materiality standards does not affect or amend the Disclosure Schedules are qualified language of any representation or warranty of Sellers contained in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and Agreement if the information and statements contained therein are same qualification or limitation is not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties expressly set forth in ARTICLE III such representation or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matterswarranty.

Disclosure Schedules. The Parties acknowledge and agree that (a) The Company Disclosure Schedule has been arranged, for purposes of convenience only, in separate sections and subsections corresponding to the inclusion Sections and subsections of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of Buyer or SellerSection 2 and, as applicable, (b) Section 4. Any information set forth in any subsection of Part 2 of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each of the other subsections of Part 2 of the Company Disclosure Schedule as though fully set forth in such other subsections to the extent it is reasonably apparent on its face that such disclosure by Seller also qualifies or applies to such other subsections. No reference to or disclosure of any item or other matter in the Seller Company Disclosure Schedules Schedule shall not be deemed to constitute construed, in and of itself, as an indication, admission or acknowledgement by Seller indication that the such item or other matter is material or that such item or other matter is required to be referred to or disclosed by in the terms Company Disclosure Schedule. The information set forth in the Company Disclosure Schedule is disclosed solely for purposes of this Agreement Agreement, and no information set forth therein shall be deemed, in and of itself, to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Legal Requirement or breach of any Contract. (b) The Parent Disclosure Schedule has been arranged, for purposes of convenience only, in separate sections and subsections corresponding to the Sections and subsections of Section 3 and, as applicable, Section 4. Any information set forth in any subsection of Part 3 of the Parent Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each of the other subsections of Part 3 of the Parent Disclosure Schedule as though fully set forth in such other subsections (whether or not specific cross-references are made) to the extent it is reasonably apparent on its face that such disclosure also qualifies or applies to such other subsections. No reference to or disclosure of any item or other matter in the Parent Disclosure Schedule shall be construed, in and of itself, as an admission or indication that such item or other matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission that such item or acknowledgement by Buyer that the other matter is required to be disclosed by the terms of this Agreement referred to or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference Parent Disclosure Schedule. The information set forth in the particular representation and warranty to such section of the Parent Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules Schedule is disclosed solely for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions purposes of this Agreement, (g) the Disclosure Schedules and the no information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth therein shall be deemed, in ARTICLE III and of itself, to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Legal Requirement or ARTICLE IV, and (h) breach of any additional matters set forth for informational purposes do not necessarily include other matters of a similar mattersContract.

Disclosure Schedules. The Parties acknowledge Each of Seller and agree that (a) Buyer will use its Best Efforts to arrange Seller’s Disclosure Schedule and Buyer’s Disclosure Schedule in sections corresponding to the inclusion numbered sections of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of Buyer or SellerArticles 3 and 4, as applicable, (b) and to ensure that statements in such disclosure schedules relate only to the provisions in the Section of this Agreement which they expressly address and not to any other provision. Nothing in such disclosure by Seller schedules will be adequate to disclose an exception to any representation or warranty made in Article 3 or Article 4 unless the applicable disclosure schedule identifies the exception with reasonable particularity and describes the facts relating to such exception in reasonable detail. Notwithstanding the Best Efforts of Seller, if and to the extent any matter information required to be furnished in the Seller’s Disclosure Schedule or any other schedule hereto is contained in this Agreement or in the Seller Disclosure Schedule, the Buyer’s Disclosure Schedule or any updates thereto, such information shall be deemed to be included in all Schedules in which the information is required to be included to the extent the disclosure is reasonably apparent on its face. The inclusion of any information in the Seller’s Disclosure Schedule, the Buyer’s Disclosure Schedule or any updates hereto or any other Schedule shall not be deemed to constitute be an indication, admission or acknowledgement by Seller that the matter such information is required by the terms hereof to be disclosed by or is material to or is outside the terms Ordinary Course of Business of the Acquired Companies and the KES Business. In the event of any inconsistency between the statements in the body of this Agreement and those in such disclosure schedules (other than an exception expressly set forth as such in a disclosure schedule with respect to a specifically identified representation or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoeverwarranty), (c) the disclosure by Buyer of any matter statements in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms body of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matterswill control.

Disclosure Schedules. The Parties acknowledge Disclosure Schedules are a material part of this Agreement as if fully set forth in this Agreement and agree are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Each party hereby acknowledges and agrees that: (i) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (ii) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (iii) no reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as an admission or indication that such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (aiv) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Legal Requirements shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; (v) the inclusion of any items matter, information or information item in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall will not be deemed to constitute an indication, admission or acknowledgement by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed liability to constitute an indication, admission any third party; and (vi) summaries of or acknowledgement by Buyer that the matter is required references to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted written document in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules do not purport to be complete and are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matterswritten documents themselves.

Disclosure Schedules. The Parties acknowledge and agree that (a) The Company Disclosure Schedule has been arranged, for purposes of convenience only, in separate sections and subsections corresponding to the inclusion Sections and subsections of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of Buyer or SellerSection 2 and, as applicable, Section 4. Any information set forth in any subsection of Part 2 of the Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each of the other subsections of Part 2 of the Company Disclosure Schedule as though fully set forth in such other subsections (bwhether or not specific cross-references are made) to the extent it is reasonably apparent on its face that such disclosure by Seller also qualifies or applies to such other subsections. No reference to or disclosure of any item or other matter in the Seller Company Disclosure Schedules Schedule shall not be deemed to constitute construed, in and of itself, as an indication, admission or acknowledgement by Seller indication that the such item or other matter is material or that such item or other matter is required to be referred to or disclosed by in the terms Company Disclosure Schedule. The information set forth in the Company Disclosure Schedule is disclosed solely for purposes of this Agreement Agreement, and no information set forth therein shall be deemed, in and of itself, to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Legal Requirement or breach of any Contract. (b) The Parent Disclosure Schedule has been arranged, for purposes of convenience only, in separate sections and subsections corresponding to the Sections and subsections of Section 3 and, as applicable, Section 4. Any information set forth in any subsection of Part 3 of the Parent Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each of the other subsections of Part 3 of the Parent Disclosure Schedule as though fully set forth in such other subsections (whether or not specific cross-references are made) to the extent it is reasonably apparent on its face that such disclosure also qualifies or applies to such other subsections. No reference to or disclosure of any item or other matter in the Parent Disclosure Schedule shall be construed, in and of itself, as an admission or indication that such item or other matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission that such item or acknowledgement by Buyer that the other matter is required to be disclosed by the terms of this Agreement referred to or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference Parent Disclosure Schedule. The information set forth in the particular representation and warranty to such section of the Parent Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules Schedule is disclosed solely for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions purposes of this Agreement, (g) the Disclosure Schedules and the no information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth therein shall be deemed, in ARTICLE III and of itself, to be an admission by any party hereto to any third party of any matter whatsoever, including any violation of Legal Requirement or ARTICLE IV, and (h) breach of any additional matters set forth for informational purposes do not necessarily include other matters of a similar mattersContract.

Disclosure Schedules. The Parties acknowledge With respect to the schedules referenced in Article II of this Agreement (the “Disclosure Schedules”), Company shall prepare a separate schedule for each representation and agree warranty in Article II that (a) references a schedule. Each such separate schedule shall have a heading expressly referencing the inclusion of any items or information section number and representation and warranty to which it relates. All section headings in the Disclosure Schedules that are not required by correspond to the sections of this Agreement, but information provided in any section of the Disclosure Schedules shall constitute disclosure for purposes of each section of this Agreement where it is reasonably apparent on the face of the disclosure that such information qualifies under another provision of the Disclosure Schedules or the Agreement. Unless the context otherwise requires, all capitalized terms used in the Disclosure Schedules shall have the respective meanings assigned to such terms in this Agreement. Certain information set forth in the Disclosure Schedules is included solely for informational purposes, and may not be required to be so included is solely for the convenience of Buyer disclosed pursuant to this Agreement. No reference to or Seller, as applicable, (b) the disclosure by Seller of any item or other matter in the Seller Disclosure Schedules shall be construed as an admission or indication that such item or other matter is required to be referred to or disclosed in the Disclosure Schedules. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The inclusion of any information in the Disclosure Schedules shall not be deemed to constitute be an indication, admission or acknowledgement acknowledgment by Seller that in and of itself, such information is material to or outside the matter ordinary course of the business or is required to be disclosed by on the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the Disclosure Schedules. No disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge rights in any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar mattersthird party.

Disclosure Schedules. The Parties acknowledge and agree that (a) Prior to Closing, Sellers shall have the inclusion right to correct, supplement or amend the Disclosure Schedules with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. Any such correction, supplement or amendment shall be delivered to Buyer as promptly as practicable after Sellers obtains Knowledge of such matter or makes such discovery and in any items event no later than three (3) Business Days prior to the Closing Date. For all purposes of this Agreement, including for purposes of determining whether the conditions set forth in Article X have been fulfilled, the Disclosure Schedules shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude all information contained in any such correction, supplement, or information amendment thereto; provided, however, that if Closing shall occur, then all matters set forth on any such addition, supplement or amendment at or prior to Closing shall be waived and Buyer shall not be entitled to make a claim with respect thereto pursuant to the terms of this Agreement or otherwise. (b) Unless the context otherwise requires, all capitalized terms used in the Disclosure Schedules that are not required by shall have the respective meanings assigned in this Agreement Agreement. No reference to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any item or other matter in the Seller Disclosure Schedules shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The inclusion of any information in the Disclosure Schedules shall not be deemed to constitute be an indication, admission or acknowledgement acknowledgment by Seller Seller, in and of itself, that such information is material to or outside the matter is ordinary course of the business of the Company or required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of on the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matters.

Disclosure Schedules. The Parties acknowledge Disclosure Schedules shall be subject to the following terms and agree that conditions: (a) the inclusion disclosures in any section or subsection of the Disclosure Schedules shall be deemed to be disclosed or to qualify, as applicable, all other sections or subsections of the Disclosure Schedules for which applicability of such information and disclosure is reasonably apparent on its face; (b) where the representations and warranties in this Agreement contain specific dollar threshold items, disclosures listed in response thereto may include items that are below such dollar threshold, and no disclosure of any items or information matter contained in the Disclosure Schedules shall create an implication that such matter meets any standard of materiality (matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be so included reflected in the Disclosure Schedules; such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature, nor shall the inclusion of any item be construed as implying that any such item is solely “material” for any purpose); (c) any disclosures contained in the convenience Disclosure Schedules which refer to a document are qualified in their entirety by reference to the text of Buyer such document, a true and complete copy of which was provided or Seller, made available to Buyer; (d) no reference in the Disclosure Schedules to any agreement or document shall be construed as applicable, (b) the disclosure an admission or indication by Seller any party to this Agreement to any third party of any matter whatsoever, including that such agreement or document is enforceable or currently in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission effect or acknowledgement by Seller that the matter is required there are any obligations remaining to be disclosed by the terms of this Agreement performed or any rights that the matter is material may be exercised under such agreement or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever)document, (c) the disclosure by Buyer of any matter except as otherwise explicitly set forth in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, Agreement; (e) except no disclosure relating to any possible breach or violation of any agreement, Law or regulation shall be construed as provided in clause an admission or indication that any such breach or violation exists or has actually occurred; (df) above, headings and introductory language have been inserted in on the sections of the Disclosure Schedules for convenience of reference only, only and shall to no extent have the effect of amending or changing the express description of the sections as set forth in this Agreement; (fg) Buyer shall be deemed to have knowledge of all disclosures contained in the Disclosure Schedules; (h) the sections of the Disclosure Schedules are qualified in their entirety by reference to specific the provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations representations, warranties, covenants or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any obligations of the representations Parties except as and to the extent provided in this Agreement; (i) unless otherwise defined herein or warranties set forth unless the context otherwise requires, capitalized terms used in ARTICLE III or ARTICLE IV, the Disclosure Schedules have the meanings assigned to them in this Agreement and (hj) any additional matters set forth for informational purposes do not necessarily include other matters reference to a section number in the Disclosure Schedules refers to that section of a similar mattersthis Agreement unless the context otherwise is reasonably apparent.

Disclosure Schedules. Notwithstanding the fact that the Disclosure Schedules are arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedules and notwithstanding that a particular representation and warranty may not make a reference to the Disclosure Schedules, any reference in a particular section of the Disclosure Schedules shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) any other representations and warranties that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties is reasonably apparent on the face of such disclosure. The Parties acknowledge and agree that (a) the inclusion of any items or information in the Disclosure Schedules will not be construed as, and will not constitute, an admission or agreement that a violation, right of termination, default, liability or other obligation of any kind exists with respect to any item, nor will it be construed as or constitute an admission or agreement that such information is material to any of the Company Entities. In addition, matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter reflected in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any . Such additional matters are set forth for informational purposes do only. Neither the specification of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not necessarily include material, and no Person will use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Disclosure Schedules is or is not material for purposes of this Agreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such item or matter, or other matters items or matters, are or are not in the ordinary course of a similar mattersbusiness, and no Person will use the fact of setting forth or the inclusion of any such item or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described in this Agreement or included in the Disclosure Schedules is or is not in the ordinary course of business for purposes of this Agreement.

Disclosure Schedules. Certain information set forth in the schedules to this Agreement (the “Schedules”) is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement and none of Buyer or the Company makes any representations or warranties with respect thereto. The Parties acknowledge and agree that (a) specification of any dollar amount or the inclusion of any items or information item in the Disclosure representations and warranties contained in this Agreement or the Schedules is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Seller that the matter is required to be disclosed or are within or outside of the ordinary course of business or that such information is material, nor shall such information be deemed to establish a standard of materiality, and no Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement or the Schedules in any dispute or controversy between the Parties as to whether any obligation, item or matter not described or included in this Agreement or in any Schedule is or is not required to be disclosed or is within or outside of the ordinary of business for purposes of this Agreement. Nothing in this Agreement or in the Schedules shall it be deemed an admission of any liability of, or concession as to any defense available to, Buyer or the Company, as applicable. Any description of any agreement, document, instrument, plan, arrangement or other item set forth on any Schedule hereto is a summary only and is qualified in its entirety by the terms of this Agreement such agreement, document, instrument, plan, arrangement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be item. Any item disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter Schedule shall be deemed to have been disclosed in or with respect to each section in this Agreement (regardless of whether or not such other section, notwithstanding the omission of an appropriate cross-section is qualified by reference to a Schedule) if the relevance of such other section or the omission of a reference in the particular representation and warranty disclosure to such section is reasonably apparent on its face. The attachments to the Schedules form an integral part of the Disclosure SchedulesSchedules and are incorporated by reference for all purposes as if set forth fully therein. In no event shall the listing or disclosure of any information, (e) except as provided in clause (d) above, headings have been inserted document or matter in the Disclosure Schedules for convenience of reference only, (f) or in the Disclosure Schedules are qualified in their entirety by reference documents referred to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended constitute or be deemed to constitute, and shall not be construed as constituting, representations expand any representation or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties warranty expressly set forth in ARTICLE III this Agreement or ARTICLE IVimply any representation, and warranty, undertaking, indemnity, covenant or other obligation not expressly set out in this Agreement (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar mattersthis purpose, disregarding the immediately preceding sentence).

Disclosure Schedules. The Parties acknowledge and agree that (a) the inclusion of any items or information headings contained in the Disclosure Schedules that are for convenience of reference only and shall not be deemed to modify or influence the interpretation of this Agreement or the information contained in the Disclosure Schedules. Notwithstanding anything to the contrary contained in the Disclosure Schedules or this Agreement, any disclosure, exception or qualification contained in any Section of the Disclosure Schedules with respect to a particular representation, warranty or covenant contained in this Agreement shall be deemed to be a disclosure, exception or qualification with respect to all other applicable representations, warranties and covenants contained in this Agreement to the extent reasonably apparent on its face, regardless of the inclusion or omission of a reference or a cross-reference with respect thereto. In addition, matters disclosed in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules and any such additional matters are set forth for convenience informational purposes only and do not necessarily include other matters of reference only, (f) the a similar nature. The Disclosure Schedules are qualified in their entirety by reference to the specific provisions of this Agreement, (g) the Disclosure Schedules Agreement and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, or otherwise be deemed or interpreted to broaden or expand the scope of, the representations, warranties, or covenants contained in this Agreement. The disclosure or inclusion of any information in the Disclosure Schedules shall not be deemed to (a) be an admission or acknowledgment that such information is (i) required to be disclosed in connection with the representations or and warranties of made by Seller or Buyerthe Company in this Agreement, as applicable(ii) material to or would adversely affect the Company or its Subsidiaries, or create (iii) outside the Ordinary Course of Business, (b) establish a standard of materiality, or (c) be an admission or indication of any covenant and liability to any third party. Without limiting the foregoing, no reference to, or disclosure of, a possible breach or violation of any contract, agreement, Law or Court Order shall not expand be construed as an admission that any such breach or enlarge violation exists or has already occurred. References to any document contained in the Disclosure Schedules are qualified in their entirety by the document itself. No reference in the Disclosure Schedules to any agreement or document shall be construed as an admission that such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document. In disclosing information pursuant to the Disclosure Schedules, neither Seller nor the Company waives any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the representations matters disclosed or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar mattersdiscussed therein.

Disclosure Schedules. The Parties acknowledge and agree that (a) The Disclosure Schedules are a material part of this Agreement as if fully set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants of the Sellers contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Parent hereby acknowledges and agrees that: (i) certain agreements and other matters may be listed in the Disclosure Schedules for informational purposes only, as they do not rise above applicable materiality thresholds, they are not outside of the ordinary course of business or their disclosure is not otherwise required under the terms of this Agreement (items that are not required to be disclosed but are disclosed, the “Informational Disclosures”); (ii) in no event will the Informational Disclosures be deemed or interpreted to broaden or otherwise amplify or influence the construction or interpretation of any of the representations and warranties; (iii) disclosures made for the purpose of any Schedule of the Disclosure Schedules will be deemed made for the purpose of all Schedules so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (iv) headings in the Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (v) no reference to or disclosure of any item or other matter in the Disclosure Schedules will be construed as an admission or indication that such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedules or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (vi) no disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violations exists or has actually occurred; (vii) the inclusion of any items matter, information or information item in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall will not be deemed to constitute an indication, admission or acknowledgement of any liability by Seller that the matter is required to be disclosed by the terms any third party; and (viii) summaries of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for references to any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted written document in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules do not purport to be complete and are qualified in their entirety by reference the written documents themselves; provided, that Parent, Merger Sub and their representatives have been provided with reasonable access to specific provisions such documents at least three (3) Business Days prior to the Closing Date. (b) The Sellers shall update the Disclosure Schedules in accordance with this Section 5.08(b) (each such update, a “Schedule Update”). Any Schedule Update shall be limited to disclosure of facts, events or circumstances that first occurred or first existed after the date of this AgreementAgreement and, (g) with respect to any representations qualified by knowledge, facts, events or circumstances of which the Sellers first obtained knowledge following the original and complete delivery of the Disclosure Schedules and prior to the information and statements contained therein are not intended to constituteClosing. For purposes of determining whether the conditions set forth in Section 6.01 have been satisfied, and the Schedule Updates shall not be construed as constitutingdeemed to cure any misrepresentation or breach of warranty reflected in the Schedule Updates (x) arising in the ordinary course of business unless such newly scheduled item results from a breach of covenant by a Seller, representations (y) resulting from any actions taken by Parent or warranties any of its representatives, or (z) resulting from any action taken by any Seller at the request or Buyerwith the consent of Parent or its representatives; provided, however, if a Schedule Update discloses any fact, event, claim or development that has had, or would reasonably be expected to have, cause or result in a Material Adverse Effect, Parent may (A) terminate this Agreement or (B) elect to close the transactions contemplated by this Agreement and by doing so waive any rights to indemnification with respect to such matter identified in the Schedule Updates. (c) During the period from the date hereof until the earlier of the Closing Date and the date this Agreement is validly terminated pursuant to Article VII, each of Parent and the Sellers’ Representative shall promptly notify the other of any Legal Proceeding that shall be instituted or, to the Knowledge of Parent or Knowledge of the Sellers, respectively, threatened against Parent, Merger Sub or Sellers, as applicable, to restrain, prohibit or create otherwise challenge the legality of any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matterstransaction contemplated by this Agreement.

Disclosure Schedules. The Parties acknowledge Certain agreements and agree that (a) the inclusion of any items or information other matters are listed in the Disclosure Schedules that and Exhibits for informational purposes only, notwithstanding the fact that, because they do not rise above applicable materiality thresholds or otherwise, they are not required to be listed herein by the terms of this Agreement. In no event shall the listing of such agreements or other matters in the Schedules or Exhibits be deemed or interpreted to broaden or otherwise amplify SELLER's representations and warranties, covenants or agreements contained in this Agreement to be so included is solely or in any Ancillary Document. The headings contained in the Schedules and Exhibits are for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules reference only and shall not be deemed to constitute modify or influence the interpretation of the information contained in the Schedules, the Exhibits or the Agreement. Furthermore, the disclosure of a particular item of information in the Schedules or Exhibits shall not be taken as an indication, admission or acknowledgement by Seller SELLER that the matter such disclosure is required to be disclosed by made under the terms of any of such representations and warranties. Disclosure of any fact or item in any Schedule or Exhibit hereto referenced by a particular section in this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to every other section in this Agreement if such other section, notwithstanding the omission of an appropriate cross-reference disclosure would permit a reasonable person to find such disclosure relevant to such other section or the omission sections. The specification of a reference any dollar amount in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth contained in ARTICLE III this Agreement or ARTICLE IVthe inclusion of any specific item in any Schedules or Exhibits hereto is not intended to imply that such amounts, or higher or lower amounts or the items so included or other items, are or are not material, and (h) no Party shall use the fact of the setting of such amounts or the inclusion of any additional matters set forth such item in any dispute or controversy as to whether any obligation, items or matter not described herein or included in a Schedule or Exhibit is or is not material for informational purposes do not necessarily include other matters of a similar mattersthis Agreement. [SIGNATURES FOLLOW ON NEXT PAGE.]

Disclosure Schedules. The Parties acknowledge and agree that (a) the inclusion of any items or information All section headings in the Disclosure Schedules that are not required by correspond to the sections of this Agreement, but information provided in any section or portion of the Disclosure Schedules shall constitute disclosure for purposes of each section or portion of this Agreement where such information is relevant; provided, further, that any contract disclosed on Schedule 3.13(a) (Material Contracts) may qualify as a Material Contract under one or more clauses of Section 3.13(a) hereof, and by virtue of its inclusion on such schedule shall be deemed disclosed under all applicable clauses of Section 3.13(a) hereof. Unless the context otherwise requires, all capitalized terms used in the Disclosure Schedules shall have the respective meanings assigned to such terms in this Agreement. Certain information set forth in the Disclosure Schedules is included solely for informational purposes, and may not be required to be so included is solely for the convenience of Buyer disclosed pursuant to this Agreement. No reference to or Seller, as applicable, (b) the disclosure by Seller of any item or other matter in the Seller Disclosure Schedules shall be construed as an admission or indication that such item or other matter is required to be referred to or disclosed in the Disclosure Schedules. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The inclusion of any information in the Disclosure Schedules shall not be deemed to constitute be an indication, admission or acknowledgement acknowledgment by Seller that in and of itself, such information is material to or outside the matter ordinary course of the business or is required to be disclosed by on the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the Disclosure Schedules. No disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge rights in any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar mattersthird party.

Disclosure Schedules. Inclusion of a matter in any section of the Disclosure Schedules in relation to a representation, warranty, or covenant which addresses matters having a material adverse effect, or which is qualified by materiality, shall not be deemed an indication that such matter does or does not, or may or may not, have a material adverse effect, or that such matter is or is not material. Likewise, the inclusion of a matter in any section of the Disclosure Schedules in relation to a representation or warranty shall not be deemed an indication that such matter necessarily would or would not, or may or may not, breach such representation or warranty absent its inclusion on such section of the Disclosure Schedules. Neither the specification of any dollar amount in the representations and warranties contained in the Agreement nor the inclusion of any specific item in any Disclosure Schedule is intended to imply that such amounts (or any higher or lower amounts), or the items so included in such Disclosure Schedule (or any other items), in each case, are or are not material or within or outside the ordinary course of business. The Parties acknowledge and agree that (a) the inclusion of any items item, information or information other matter in the Disclosure Schedules that are is not required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicableBuyer, (b) the disclosure by Seller of any item, information or other matter in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Seller that the such item, information or other matter is required to be disclosed by the terms of this Agreement or that the such item, information or other matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever)material, (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement Article III reasonably apparentapparent from the face of such disclosure, the matter such item or information shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (ed) except as provided in clause (dc) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (fe) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, Agreement and (gf) the Disclosure Schedules and the information and statements contained therein are not intended to broaden or constitute, and shall not be construed as broadening or constituting, representations representations, warranties or warranties covenants of Seller except as and to the extent provided in this Agreement. The information contained in the Disclosure Schedules is provided solely for purposes of making disclosures to Buyer under the Agreement. Seller does not assume any responsibility to any Person that is not a party to the Agreement for the accuracy or Buyercompleteness of any information therein. Except for the Parties, as applicablewithout the prior written consent of Seller, no Person may rely on the Disclosure Schedules for any purpose. In disclosing such information, Seller does not waive any attorney-client privilege to the extent applicable to such information or create any covenant and shall not expand or enlarge protection afforded by the work-product doctrine to the extent applicable to any of the representations matters disclosed in these Schedules. Any item or warranties set forth information disclosed in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters the Disclosure Schedules shall be subject to the terms of a similar mattersthe Confidentiality Agreement.

Disclosure Schedules. The Parties acknowledge In connection with the execution of this Agreement, the Company and agree that the Sellers delivered to Buyer the Schedules setting forth, among other things, items the disclosure of which is necessary or appropriate either (a) the inclusion in response to an express disclosure requirement contained in a provision hereof or (b) as an exception to one or more representations or warranties contained in ARTICLE 3 or ARTICLE 4. The Schedules constitute an integral part of any items or information this Agreement and are hereby incorporated herein. There may be included in the Disclosure Schedules and elsewhere in this Agreement items and information that are not required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall “material,” and such inclusion will not be deemed to constitute be an indication, admission acknowledgment or acknowledgement by Seller agreement that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an such item or information in such (or any non-disclosed item or information of comparable or greater significance) is “material” and will not be used as a way as to make its relevance to basis for interpreting the terms “material,” “materially,” “materiality” or any word or phrase of similar import used herein. No disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty Schedules relating to a possible breach or violation of any Contract, Applicable Law or order of any Governmental Authority will be construed as an admission or indication that such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted breach or violation exists or has occurred. Any disclosures in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules that refer to a document are qualified in their entirety by reference to specific provisions the text of such document, including all listed amendments, exhibits, schedules and other attachments thereto (all of which have been provided to Buyer). Any capitalized term used in the Schedules and not otherwise defined therein has the meaning given to such term in this Agreement, (g) . Any headings set forth in the Disclosure Schedules are for convenience of reference only and do not affect the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations meaning or warranties interpretation of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties disclosures set forth in ARTICLE III the Schedules. The disclosure of any matter in any section of the Schedules will be deemed to be a disclosure by the Company and the Sellers to each other section of the Schedules to which such disclosure’s relevance is reasonably apparent on its face (without any independent knowledge on the part of the reader regarding the matter disclosed or ARTICLE IVany reference to any underlying document). The listing of any matter on the Schedules shall expressly not be deemed to constitute an admission by such party, and (h) or to otherwise imply, that any additional matters such matter is material or falls within relevant minimum thresholds or materiality standards set forth for informational purposes do not necessarily include other matters in this Agreement. In no event shall the listing of a similar mattersany matter in the Schedules be deemed or interpreted to expand the scope of the representations, warranties and/or covenants set forth in this Agreement.

Disclosure Schedules. The Parties acknowledge and agree that (a) Except with respect to any Supplemental Disclosure, which is governed by Section 7.5, the inclusion disclosure of any items matter in any section or information in subsection of the Seller Disclosure Schedules that are not required by this Agreement to be so included is solely for Schedule, the convenience of SE Capital Funding Disclosure Schedule or the Buyer or SellerDisclosure Schedule (collectively, the “Disclosure Schedules”), as applicable, (b) shall be deemed to be a disclosure under the disclosure by Seller respective Person’s Disclosure Schedule for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent. The mere inclusion of any matter item in any section or subsection of any of the Seller Disclosure Schedules Schedules, as an exception to any representation or warranty or otherwise shall not be deemed to constitute an indication, admission or acknowledgement by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or BuyerParties, as applicable, or create to otherwise imply, that any covenant such item has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement or that such item represents a determination that the Transactions require the consent of any third party. The sections or subsections of each Disclosure Schedule are arranged in sections corresponding to the numbered and shall not expand lettered sections and subsections of this Agreement. Matters disclosed in any section or enlarge subsection of any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar mattersnature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedules, such cross-references are intended solely for convenience and are by no means intended as a statement of limitation as to where disclosure is relevant or appropriate. The reference to any Contract or other documents or materials in any section or subsection of any of the Disclosure Schedules shall be deemed to incorporate by reference, for all purposes set forth in this Section 11.10 and the remainder of this Agreement, all terms and conditions of, and schedules and annexes to, such Contract or other document to the extent made available, prior to the date of this Agreement, to Buyer and its Representatives or Seller and SE Capital Funding and their respective Representatives, as applicable. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement.

Disclosure Schedules. The Parties acknowledge and agree that (a) The representations and warranties set forth in this Agreement contemplate that there are attached Disclosure Schedules setting forth information that might be “material” or have a “ Material Adverse Effect” or might not be in the inclusion “ordinary course of any business.” The Parties may, at their option, include in such schedules items or information in the Disclosure Schedules that are not required by this Agreement material or are not likely to be so included is solely for the convenience of Buyer have a Material Adverse Effect or Seller, as applicable, (b) the disclosure by Seller of any matter are in the Seller Disclosure Schedules ordinary course of business, and any such inclusion shall not be deemed to constitute be an indicationacknowledgment or representation that such items are material or would have a Material Adverse Effect, admission to establish any standard of materiality, Material Adverse Effect or acknowledgement by Seller that ordinary course of business, or to define further the matter is required to be disclosed by the meaning of such terms for purposes of this Agreement or that the matter is material or significant Agreement. (nor shall it establish a standard of care of materiality for any purpose whatsoever), (cb) the disclosure by Buyer of any matter Nothing in the Buyer Disclosure Schedules Schedule shall be deemed adequate to disclose an exception to a representation or warranty made unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to constitute disclose an indication, admission exception to a representation or acknowledgement by Buyer that the matter is required to be disclosed by the terms of warranty made in this Agreement (unless the representation or that warranty has to do with the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section existence of the document or other item itself). The Disclosure Schedules lists an item or Schedule will be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Agreement. Disclosure of information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter Schedule shall be deemed to have been disclosed in for purposes of another section or with respect sections of this Agreement if the relevance or applicability of such disclosure to such other section, notwithstanding the omission subject matter of an appropriate cross-reference to such other section or sections is readily apparent on the omission face of such disclosure to a reference Person experienced in the particular representation and warranty to such section coal mining industry. Qualification of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted any disclosure in the Disclosure Schedules for convenience Schedule by the Knowledge, awareness or belief of reference only, (f) Shareholders or limitation of any disclosure in this Disclosure Schedule by materiality standards does not affect or amend the Disclosure Schedules are qualified language of any representation or warranty of Shareholders contained in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and Agreement if the information and statements contained therein are same qualification or limitation is not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties expressly set forth in ARTICLE III such representation or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matterswarranty.

Disclosure Schedules. The Parties acknowledge following schedules are provided in connection with the various representations and agree that warranties contained in Section 3 of the Common Stock Purchase Agreement dated as of May 4, 2015, (athe “Agreement”) by and between NeoStem, Inc., a Delaware corporation (the inclusion “Company”) and Aspire Capital Fund, LLC, an Illinois limited liability company (the “Buyer”). These disclosure schedules are an integral part of the Agreement. Any terms defined in the Agreement shall have the same meaning when used in these schedules, unless the context indicates otherwise. Any disclosure herein shall constitute a disclosure under other disclosure schedules, where such disclosure is appropriate and reasonably apparent. Nothing in these schedules is intended to broaden the scope of any items representation or information warranty contained in the Disclosure Schedules that Agreement or create any covenant thereunder. Matters reflected in these schedules are not necessarily limited to matters required by this the Agreement to be so included is solely disclosed, and such additional matters are set forth for the convenience of Buyer informational purposes only. For instance, no reference to or Seller, as applicable, (b) the disclosure by Seller of any item or other matter in the Seller Disclosure Schedules these schedules shall not be deemed to constitute be an indicationadmission, admission or acknowledgement by Seller that evidence of the matter is required to be disclosed by the terms materiality of this Agreement or that the matter is material or significant (such item, nor shall it establish a standard of care of materiality for any purpose whatsoever). No disclosure in these schedules relating to any possible breach or violation of or conflict with any contract or legal requirement shall be construed as an admission thereof nor an indication that the possible breach or violation exists or has actually occurred, (c) the disclosure by Buyer of any matter nor shall otherwise be deemed an admission against our interest. The representations and warranties contained in the Buyer Disclosure Schedules Agreement are solely for the purpose of allocating contractual risk between the parties and not as a means of establishing facts. No third party may rely on these schedules. The section headings and subheadings in these schedules are for convenience of reference only and shall not be deemed to constitute an indication, admission alter or acknowledgement by Buyer that affect the matter is express description of the sections of the disclosure required under the Agreement. Each exception set forth in these schedules shall also be deemed to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for with respect to any purpose whatsoever), (d) if any other section of the Disclosure Schedules lists an Agreement to which the relevance of such item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement is reasonably apparent, . References in these schedules to disclosures in our filings with the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein SEC are not intended to constitutebe a complete statement of the full disclosure in our SEC filings, and shall but are merely being provided to refer you to the relevant disclosures in those filings. In disclosing information in these schedules, we do not be construed as constituting, representations waive any attorney-client privilege associated with such information or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge protection afforded by the work-product doctrine with respect to any of the representations matters disclosed or warranties discussed herein. The information contained in these schedules is in all respects subject to the confidentiality obligations between us. NeoStem, Inc. NeoStem Therapies, Inc. Stem Cell Technologies, Inc. Amorcyte, LLC Progenitor Cell Therapy, LLC (PCT) NeoStem Family Storage, LLC Athelos Corporation (1) PCT Allendale, LLC NeoStem Oncology, LLC Our capitalization through December 31, 2014, is set forth in ARTICLE III or ARTICLE IVour annual report on Form 10-K filed with the SEC on March 2, 2015. There have been no material securities issuances since that filing other than an aggregate of approximately 3,477,504 shares and the issuance of approximately 1,890,545 options. As of this date of this Purchase Agreement, we have shares reserved for issuance upon the exercise of 9,863,577 outstanding warrants and stock options, and additionally, we have shares reserved for contingent issuance to the former shareholders of Amorcyte as described in our SEC filings. In addition, as described in Proposal 2 included in our Definitive Proxy Statement for our 2014 Annual Meeting of Stockholders held on October 6, 2014, at such meeting we obtained stockholder approval to issue more than 19.9% of our outstanding stock to former securityholders of California Stem Cell, Inc. in connection with milestone payments that may become payable in the future pursuant to the Agreement and Plan of Merger governing our acquisition of CSC. None. None. None. Intentionally Omitted. None. In connection with the Loan and Security Agreement with Oxford Finance LLC (h“Lender”) and a related mortgage disclosed in the Company’s Current Report on Form 8-K dated September 26, 2014, the Company granted to Lender a security interest in all of the Company’s real property and personal property now owned or hereafter acquired, excluding intellectual property, and certain other assets and exemptions. The Company also entered into a Mortgage and Absolute Assignment of Leases and Rents (the "Mortgage"). The Company also granted Lender a security interest in the shares of the Company’s subsidiaries. The Loan and Security Agreement restricts the ability of the Company to: (a) convey, lease, sell, transfer or otherwise dispose of any part of its business or property; and (b) incur any additional matters set forth indebtedness. The Loan and Security Agreement provides for informational purposes do not necessarily include other matters standard indemnification of a similar mattersLender and contains representations, warranties and certain covenants of the Company. Upon the occurrence of an event of default by the Company under the Loan and Security Agreement, Lender will have customary acceleration, collection and foreclosure remedies.

Disclosure Schedules. The Parties acknowledge and agree that (a) the inclusion of Except with respect to any items or information in the Disclosure Schedules that are not required Disclosed Additional Matter, which is governed by this Agreement to be so included is solely for the convenience of Buyer or SellerSection 6.7, as applicable, (b) the disclosure by Seller of any matter in any section or subsection of the Seller Disclosure Schedules shall be deemed to be a disclosure under the Disclosure Schedules for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent. The mere inclusion of any item in any section or subsection of any of the Disclosure Schedules, as an exception to any representation or warranty or otherwise shall not be deemed to constitute an indication, admission or acknowledgement by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or BuyerParties, as applicable, or create to otherwise imply, that any covenant such item has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement or that such item represents a determination that the Transactions require the consent of any third party. The sections or subsections of each Disclosure Schedule are arranged in sections corresponding to the numbered and shall not expand lettered sections and subsections of this Agreement. Matters disclosed in any section or enlarge subsection of any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar mattersnature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedules, such cross-references are intended solely for convenience and are by no means intended as a statement of limitation as to where disclosure is relevant or appropriate, and any information set forth in one section or subsection of such disclosure schedule shall be deemed to apply to each other section or subsection thereof or hereof to which its relevance could reasonably be expected to be pertinent. The reference to any Contract or other documents or materials in any section or subsection of any of the Disclosure Schedules shall be deemed to incorporate by reference, for all purposes set forth in this Section 12.16 and the remainder of this Agreement, all terms and conditions of, and schedules and annexes to, such Contract or other document to the extent made available, prior to the date of this Agreement, to the Buyer and its representatives or the Seller and its representatives, as applicable. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the Sections or subsections as set forth in this Agreement.

Disclosure Schedules. The Parties acknowledge and agree that (a) LED Supply and the inclusion of LED Supply Members shall be entitled to deliver the Disclosure Schedules at any items time on or information prior to January 15, 2023. All section headings in the Disclosure Schedules that are not required by correspond to the sections of this Agreement, and the disclosure in any portion of the Disclosure Schedules will qualify the corresponding section of this Agreement and any other provision of this Agreement to be so which it is reasonably apparent on its face that such disclosure relates, notwithstanding the lack of any schedule reference. Unless the context otherwise requires, all capitalized terms used in the Disclosure Schedules shall have the respective meanings assigned to such terms in this Agreement. Certain information set forth in the Disclosure Schedules is included is solely for the convenience of Buyer informational purposes, and may not be required to be disclosed pursuant to this Agreement. No reference to or Seller, as applicable, (b) the disclosure by Seller of any item or other matter in the Seller Disclosure Schedules shall not be deemed to constitute construed as an indication, admission or acknowledgement by Seller indication that the such item or other matter is required to be referred to or disclosed by in the terms Disclosure Schedules. It is understood and agreed that neither the specifications of any dollar amount in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such amounts or that higher or lower amounts, or the items so included or other items, are or are not material, and no party shall use the fact of setting of such amounts or the fact of the inclusion of such item in the Disclosure Schedules in any dispute or controversy between the parties as to whether any obligation, item, or matter is or is not material or significant (nor shall for purposes hereof, except as it establish a standard of care of materiality for any purpose whatsoever), (c) relates to the disclosure by Buyer of that item in response to any matter representation or warranty. In no event will the mere listing in the Buyer Disclosure Schedules of a document or other item alone be deemed adequate to disclose an exception to a representation or warranty in this Agreement unless the representation or warranty has to do with the existence of the document or other item itself. No disclosure in the Disclosure Schedules shall not be deemed to constitute an indicationcreate any rights in any third party. (b) Notwithstanding Section 11.17(a) above, admission during the Pre-Closing Period, at any time after January 6, 2023, LED Supply may deliver, supplement or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of amend the Disclosure Schedules lists an item with respect to any fact, event, occurrence, circumstance or information in such a way as development that arose prior to make its relevance to signing or arises during the disclosure required Pre-Closing Period and would render untrue any representation or warranty made by or provided in another section of the Disclosure Schedules LED Supply or the statements contained in LED Supply Members herein. If any Section such delivery, supplement or amendment triggers a right of Parent to terminate this Agreement reasonably apparentpursuant to Article 9, the matter and Parent does not exercise its right to terminate this Agreement within six (6) Business Days after delivery of such supplement or amendment, then such supplement or amendment shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of amended the Disclosure Schedules, (e) except as provided in clause (d) aboveto have modified the representations and warranties contained herein by LED Supply or the LED Supply Members and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the fact, headings event, circumstance, occurrence or development. If any such supplement or amendment does not trigger a right of Parent to terminate this Agreement pursuant to Article 9, then such supplement or amendment shall be deemed to have been inserted in amended the Disclosure Schedules for convenience of reference onlySchedules, (f) to have modified the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules representations and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller LED Supply or Buyer, as applicable, the LED Supply Members herein and to have cured any misrepresentation or create any covenant and shall not expand or enlarge any breach of warranty that otherwise might have existed hereunder by reason of the representations fact, event, circumstance, occurrence or warranties development in respect of the closing conditions set forth in ARTICLE III or ARTICLE IV, Section 8.2(a) and (h) any additional matters set forth for informational purposes do not necessarily include other matters in respect of a similar mattersrights to indemnification pursuant to Article 10.

Disclosure Schedules. The Parties acknowledge Disclosure Schedules have been arranged, for purposes of convenience only, as separate Schedules corresponding to the subsections of Article 2 and agree that Article 3. The representations and warranties contained in Article 2 and Article 3 are subject to (a) the inclusion exceptions and disclosures set forth in the Schedule corresponding to the particular subsection of Article 2 and Article 3 in which such representation and warranty appears; (b) any exceptions or disclosures explicitly cross-referenced in such Schedule by reference to another part of the Disclosure Schedules; and (c) any exception or disclosure set forth in any other part of the Disclosure Schedules to the extent it is reasonably apparent from the text of such exception or disclosure that such exception or disclosure is intended to qualify such representation and warranty. No reference to or disclosure of any items item or information other matter in the Disclosure Schedules that are not required by this Agreement to shall be so included is solely for the convenience of Buyer or Seller, construed as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Seller indication that the matter is required to be disclosed by the terms of this Agreement such item or that the other matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the such item or other matter is required to be referred to or disclosed by in the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of Disclosure Schedules. The information set forth in the Disclosure Schedules lists an item or information in such a way as to make its relevance to is disclosed solely for the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section purposes of this Agreement reasonably apparentAgreement, the matter and no information set forth therein shall be deemed to have been disclosed in be an admission by any party hereto to any third party of any matter whatsoever, including of any violation of Law or with respect to such other section, notwithstanding the omission breach of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the any agreement. The Disclosure Schedules and the information and statements disclosures contained therein are not intended only to qualify and limit the representations, warranties and covenants of the Company and the Seller contained in this Agreement. Nothing in the Disclosure Schedules is intended to constitute, and shall not be construed as constituting, representations broaden the scope of any representation or warranties of Seller or Buyer, as applicable, warranty contained in this Agreement or create any covenant and shall covenant. Matters reflected in the Disclosure Schedules are not expand or enlarge any of necessarily limited to matters required by the representations or warranties set forth Agreement to be reflected in ARTICLE III or ARTICLE IV, and (h) any the Disclosure Schedules. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar mattersnature.

Disclosure Schedules. The Parties acknowledge and agree that (a) Prior to Closing, Seller shall have the inclusion right to correct, supplement or amend the Disclosure Schedules with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. Any such correction, supplement or amendment shall be delivered to Buyer as promptly as practicable after Seller obtains Knowledge of such matter or makes such discovery and in any items event no later than three (3) Business Days prior to the Closing Date. For all purposes of this Agreement, including for purposes of determining whether the conditions set forth in Article X have been fulfilled, the Disclosure Schedules shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude all information contained in any such correction, supplement, or information amendment thereto; provided, however, that if Closing shall occur, then all matters set forth on any such addition, supplement or amendment at or prior to Closing shall be waived and Buyer shall not be entitled to make a claim with respect thereto pursuant to the terms of this Agreement or otherwise. (b) Unless the context otherwise requires, all capitalized terms used in the Disclosure Schedules that are not required by shall have the respective meanings assigned in this Agreement Agreement. No reference to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any item or other matter in the Seller Disclosure Schedules shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedule. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The inclusion of any information in the Disclosure Schedules shall not be deemed to constitute be an indication, admission or acknowledgement acknowledgment by Seller Seller, in and of itself, that such information is material to or outside the matter is ordinary course of the business of the Company or required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of on the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matters.

Disclosure Schedules. The Parties acknowledge and agree that (a) Except with respect to any Supplemental Disclosure, which is governed by Section 7.5, the inclusion disclosure of any items matter in any section or information in subsection of the Borealis Disclosure Schedules that are not required by this Agreement to be so included is solely for Schedule, the convenience of Borealis Trust Disclosure Schedule, the Xxxxxx Xxxxxx Disclosure Schedule, the Teachers’ Disclosure Schedule, the Teachers’ Trust Disclosure Schedule, the Company Disclosure Schedule, the U.S. General Partner Disclosure Schedule or the Buyer or SellerDisclosure Schedule (collectively, the “Disclosure Schedules”), as applicable, (b) shall be deemed to be a disclosure under the disclosure by Seller respective Person’s Disclosure Schedule for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent. The mere inclusion of any matter item in any section or subsection of any of the Seller Disclosure Schedules Schedules, as an exception to any representation or warranty or otherwise shall not be deemed to constitute an indication, admission or acknowledgement by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item Sellers, Buyer, U.S. General Partner, or information in such a way as to make its relevance to the disclosure required by or provided in another section any of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or BuyerCompanies, as applicable, or create to otherwise imply, that any covenant such item has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement or that such item represents a determination that the Transactions require the consent of any third party. The sections or subsections of each Disclosure Schedule are arranged in sections corresponding to the numbered and shall not expand lettered sections and subsections of this Agreement. Matters disclosed in any section or enlarge subsection of any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar mattersnature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedules, such cross-references are intended solely for convenience and are by no means intended as a statement of limitation as to where disclosure is relevant or appropriate. The reference to any Contract or other documents or materials in any section or subsection of any of the Disclosure Schedules shall be deemed to incorporate by reference, for all purposes set forth in this Section 11.10 and the remainder of this Agreement, all terms and conditions of, and schedules and annexes to, such Contract or other document to the extent made available, prior to the date of this Agreement, to Buyer and its Representatives or each of the Sellers and their respective Representatives, as applicable. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement.

Disclosure Schedules. The Parties acknowledge and agree that (a) the inclusion of any items or information in the Disclosure Schedules that are not required by this Agreement have been arranged for purposes of convenience in separately numbered sections corresponding to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Seller that the matter is required to be disclosed by the terms sections of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever)Agreement; provided however, (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any each section of the Disclosure Schedules lists an item or will be deemed to incorporate by reference, and each representation and warranty set forth in Article III and Article IV will be deemed to be qualified by, all information disclosed in such a way as to make its relevance to the disclosure required by or provided in another any other section of the Disclosure Schedules or to the statements contained in any Section extent reasonably apparent on the face of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted disclosure. Capitalized terms used in the Disclosure Schedules for convenience and not otherwise defined therein have the respective meanings given to them in this Agreement. The specification of reference only, (f) any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or the Disclosure Schedules or Exhibits is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are qualified or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the Ordinary Course of Business, and no party hereto will use the fact of the setting of the amounts or the fact of the inclusion of any item in their entirety by reference this Agreement or the Disclosure Schedules or Exhibits in any dispute or controversy among the parties hereto as to specific provisions whether any obligation, item, or matter not described or included in this Agreement or in any Disclosure Schedule or Exhibit is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the Ordinary Course of Business for purposes of this Agreement. The information contained in this Agreement and in the Disclosure Schedules and Exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein will be deemed to be an admission by any party hereto to any third party of any matter whatsoever (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations including any violation of Law or warranties breach of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar mattersContract).

Disclosure Schedules. The Parties acknowledge and agree that (a) Except as otherwise provided in the inclusion of any items or information Disclosure Schedules, all capitalized terms therein shall have the meanings assigned to them in this Agreement. Matters reflected in the Disclosure Schedules that are not necessarily limited to matters required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosed. No disclosure by Seller of any matter made in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Seller determination that the any fact or matter so disclosed is material, has had or could reasonably be expected to have a Material Adverse Effect, meets a dollar or other threshold set forth in this Agreement or would otherwise be required to be disclosed by disclosed, and no Person shall use the terms fact of the setting of a threshold or the inclusion of such facts or matters in any dispute or controversy as to whether any obligation, amount, fact or matter is or is not material for purposes of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for Agreement. Information disclosed in any purpose whatsoever), (c) the disclosure by Buyer section of any matter Disclosure Schedule will qualify any representation, warranty, covenant or agreement in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement to the extent that a reasonable buyer would infer the relevance or that applicability of the matter is material information disclosed to any such representation, warranty, covenant or significant (nor shall it establish agreement, notwithstanding the absence of a standard reference or cross-reference to such representation, warranty, covenant or agreement in any such section of care such Disclosure Schedule or the absence of materiality for any purpose whatsoever)a reference or cross-reference to such section of such Disclosure Schedule in such representation, (d) if warranty, covenant or agreement. No disclosure in any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in construed as an admission or with respect to indication that any such other section, notwithstanding the omission of an appropriate cross-reference to such other breach or violation exists or has actually occurred. All section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted schedule references set forth in the Disclosure Schedules for convenience of reference only, (f) correspond to the respective sections set forth in this Agreement and any disclosures in the Disclosure Schedules that refer to a document are qualified in their entirety by reference to specific provisions the full text of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matterssuch document.

Disclosure Schedules. Certain information set forth in the schedules to this Agreement (as may be amended from time to time by a Schedule Supplement, the "Schedules") is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The Parties acknowledge and agree that (a) the inclusion disclosure of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Seller acknowledgment that the matter such information is required to be disclosed in connection with the representations and warranties made by the terms of MPT Parties or the Prospect Medical Parties, as applicable, in this Agreement or that the matter such information is material or significant (material, nor shall it such information be deemed to establish a standard of care of materiality for any purpose whatsoever)materiality, (c) the disclosure by Buyer nor shall it be deemed an admission of any matter liability of, or concession as to any defense available to, MPT Parties or the Prospect Medical Parties, or their respective Affiliates, as applicable. Any information set forth in one section of the Buyer Disclosure Schedules shall not Schedule will be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required apply to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section other sections of the Disclosure Schedules lists an item or information in such a way as to make which its relevance to is reasonably inferable and/or apparent from the face of such disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, (notwithstanding the omission of an appropriate a reference or cross-reference thereto); provided, that, the Parties shall use good faith efforts to include a clear reference or cross-reference to such relevant information contained in other section or Schedules. From the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions date of this AgreementAgreement until the Closing Date, the Prospect Medical Parties shall have the right to amend and/or supplement the Schedules to reflect (ga)(i) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters occurred or existed at or prior to the Disclosure Schedules and the information and statements contained therein are not intended to constitutedate hereof, and shall not be construed as constituting(ii) any deficiencies or inaccuracies in such Schedule arising out of circumstances or matters which first occurred or arose after the date of hereof, representations where such deficiency or warranties inaccuracy would cause a failure of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties condition set forth in ARTICLE III Section 6.1 or ARTICLE IVSection 6.2, and (hb) any additional matters other matter that, if existing or occurring at or prior to the date hereof, would have been required to be set forth for informational purposes do not necessarily include other matters or described on such a Schedule or that is necessary to complete or correct any information in any representation or warranty contained in any of such Schedules (any such amendment or supplement, a "Schedule Supplement"); provided, that, unless otherwise expressly agreed to in writing by the MPT Parties, no additions, changes, or disclosures contained in any Schedule Supplement shall be deemed to cure any breach or inaccuracy of a similar mattersrepresentation or warranty, covenant or agreement or to satisfy any condition or be considered for purposes of establishing whether or not the closing conditions set forth in Section 6.1 or Section 6.2 have been satisfied.

Disclosure Schedules. The Parties acknowledge Company Disclosure Schedules to this Agreement are intended only to qualify and agree limit the representations and warranties contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations or warranties. Each party hereby acknowledges and agrees that: (i) certain agreements and other matters may be listed in the Company Disclosure Schedules for informational purposes only, as they do not rise above applicable materiality thresholds, they are not outside of the ordinary course of business or their disclosure is not otherwise required under the terms of this Agreement (items that are not required to be disclosed but are disclosed, the “Informational Disclosures”); (aii) in no event will the Informational Disclosures be deemed or interpreted to broaden or otherwise amplify or influence the construction or interpretation of any of the representations and warranties; (iii) disclosures made for the purpose of any section or sections of the Company Disclosure Schedules will be deemed made for the purpose of all sections so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure; (iv) headings in the Company Disclosure Schedules have been inserted for reference only and will not be deemed to modify or influence the interpretation of the information contained in the Company Disclosure Schedules or this Agreement; (v) no reference to or disclosure of any item or other matter in the Company Disclosure Schedules will be construed as an admission or indication that such item or other matter is material or outside of the ordinary course of business or that such item or other matter is required to be referred to or disclosed in the Company Disclosure Schedules or otherwise imply that any such item or matter creates a measure for materiality for the purposes of this Agreement; (vi) no disclosure in the Company Disclosure Schedules relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred; (vii) the inclusion of any items matter, information or information item in the Company Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall will not be deemed to constitute an indication, admission of any liability to any third party; and (vii) summaries of or acknowledgement by Seller that references to any written document in the matter is required Company Disclosure Schedules do not purport to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation complete and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matterswritten documents themselves.

Disclosure Schedules. The Parties acknowledge and agree that (a) Matters reflected in any Section of this Agreement, including any section or subsection of the inclusion of any items Parent Disclosure Schedule or information in the Acquiror Disclosure Schedules that Schedule, are not necessarily limited to matters required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any reflected. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar mattersnature. No reference to or disclosure of any item or other matter in any Section of this Agreement, including any section or subsection of the Parent Disclosure Schedule or Acquiror Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement, the Parent Disclosure Schedule or the Acquiror Disclosure Schedule. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. (b) Parent and Acquiror shall have the right, from time to time prior to the Closing, to supplement or amend the Parent Disclosure Schedule and the Acquiror Disclosure Schedule, as the case may be, with respect to any matter hereafter arising (other than as a result of a breach of this Agreement by the party seeking to make such supplementation or amendment, as the case may be) that, if existing or known at the date of this Agreement, would have been required to be set forth or described in such Parent Disclosure Schedule or Acquiror Disclosure Schedule, as the case may be. Any such supplemental or amended disclosure shall be deemed to have cured any breach of any representation or warranty made in this Agreement for purposes of ARTICLE X, but not for purposes of determining whether or not the conditions set forth in ARTICLE VIII have been satisfied.

Disclosure Schedules. The Parties acknowledge schedules, exhibits and agree disclosure schedules to this Agreement are a material part of this Agreement as if fully set forth in this Agreement and are intended only to qualify and limit the representations, warranties and covenants contained in this Agreement, and will not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. Buyer acknowledges and agrees that: (i) certain agreements and other matters may be listed in the disclosure schedules for informational purposes only, as they do not rise above applicable materiality thresholds or their disclosure is not otherwise required under the terms of this Agreement (items that are not required to be disclosed but are disclosed, the “Informational Disclosures”), (aii) in no event will the Informational Disclosures be deemed or interpreted to broaden or otherwise amplify or influence the construction or interpretation of any of the representations and warranties, (iii) disclosures made for the purpose of any section or sections of the disclosure schedules will be deemed made for the purpose of all sections so long as cross-references are made or the applicability to the other section(s) is reasonably apparent on the face of such disclosure, (iv) headings will not be deemed to modify or influence the interpretation of the information contained in the disclosure schedules or this Agreement, (v) no reference to or disclosure of any item or other matter in the disclosure schedules will be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in the disclosure schedules, (vi) the inclusion of any items matter, information or information item in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall schedules will not be deemed to constitute an indicationadmission of any liability by Company or Seller to any third party or otherwise imply, admission that any such matter, information or acknowledgement by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter item is material or significant (nor shall it establish creates a standard of care of measure for materiality for the purposes of this Agreement, and (vii) summaries of or references to any purpose whatsoever), (c) written document in the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall schedules do not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required purport to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation complete and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by the written documents themselves. Section headings in the disclosure schedules have been inserted for reference only and do not amend or otherwise give meaning to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any descriptions of the representations or warranties disclosed items set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matterstherein.

Disclosure Schedules. The Parties acknowledge and agree that (a) the inclusion disclosure of any items matter in any section or information in subsection of the Seller Disclosure Schedules that are not required by this Agreement to be so included is solely for Schedule or the convenience of Buyer or SellerDisclosure Schedule (collectively, the “Disclosure Schedules”), as applicable, (b) the shall be deemed to be a disclosure by Seller for all purposes of this Agreement to which such matter could reasonably be expected to be pertinent. The mere inclusion of any matter item in any section or subsection of any of the Seller Disclosure Schedules Schedules, as an exception to any representation or warranty or otherwise, shall not be deemed to constitute an indication, admission or acknowledgement by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties either of Seller or Buyer, as applicable, or create to otherwise imply, that any covenant such item has had or is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect or Buyer Material Adverse Effect or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, that such item meets or exceeds a monetary or other materiality threshold specified for disclosure in this Agreement or that such item establishes a standard of materiality or represents a determination that the Transactions require the consent of any Third Party. The sections or subsections of each Disclosure Schedule are arranged in sections corresponding to the numbered and shall not expand lettered sections and subsections of this Agreement. Matters disclosed in any section or enlarge subsection of any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar mattersnature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, and disclosure of such additional matters shall not affect, directly or indirectly, the interpretation of this Agreement or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth in any section or subsection of any of the Disclosure Schedules, such cross-references are intended solely for convenience and are by no means intended as a statement of limitation as to where disclosure is relevant or appropriate. The reference to, and summaries or descriptions herein of, any Contract or other documents or materials in any section or subsection of any of the Disclosure Schedules shall be deemed to incorporate by reference, for all purposes set forth in this Section 9.11 and the remainder of this Agreement, all terms and conditions of, and amendments, supplements, schedules, exhibits, addendums, attachments and annexes to, such Contract or other document or materials that have been made available to Buyer and its Representatives or Seller and its respective Representatives, as applicable, prior to the date of this Agreement. Headings inserted in the sections or subsections of any of the Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the express terms of the sections or subsections as set forth in this Agreement.

Disclosure Schedules. The Parties acknowledge and agree that (a) From time to time prior to the inclusion of any items Closing, the Sellers may amend or information in supplement the Disclosure Schedules that are not relating to any representation or warranty contained in ARTICLE 3 with respect to any matter that, if existing or occurring at or prior to the Closing Date, would have been required by this Agreement to be so included set forth or described on such a Disclosure Schedule or that is solely necessary to complete or correct any information in any representation or warranty contained in ARTICLE 3 (a “Disclosure Schedule Update”). If the Closing occurs, each Disclosure Schedule Update delivered to the Buyer shall be deemed to modify the representations and warranties herein for purposes of Section 6.3(b) and ARTICLE 9 to the convenience extent that such Disclosure Schedule Update discloses facts, events or circumstances which occurred after the date of Buyer or Sellerthis Agreement, as applicable, (b) the disclosure by Seller of it being understood and agreed that any matter in the Seller such Disclosure Schedules Schedule Update shall not be deemed to constitute an indicationa breach of the representations and warranties set forth in Article 3 for purposes of Section 6.3(b) unless the Buyer is entitled to but does not terminate this Agreement pursuant to Section 7.1(e). If the Disclosure Schedule Update discloses facts, admission events or acknowledgement by Seller that circumstances which occurred prior to the matter is date of this Agreement and which were required to be disclosed by on the terms of this Agreement or that Disclosure Schedules but were not (such facts, events and circumstances, the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever“New Company Information”), (c) then the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall New Company Information will not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms cure any breaches of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties existing on the date hereof, including for purposes of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any determining the satisfaction of the representations or warranties condition set forth in Section 6.3(b) and, if a Closing occurs, the Buyer shall be entitled to make a claim in respect of any Damages incurred by any Buyer Indemnified Person arising out of or relating to the New Company Information under this Agreement pursuant to ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matters9.

Disclosure Schedules. The Parties acknowledge and agree that (a) the inclusion of any items or Certain information in the Disclosure Schedules that are may not be required by this Agreement to be so disclosed pursuant to this Agreement. Any such information is included is solely for informational purposes, and the convenience inclusion of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules such information shall not be deemed to constitute an indicationenlarge, admission enhance or acknowledgement by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge diminish any of the representations or warranties set forth of Sellers in ARTICLE III the Agreement or ARTICLE IVotherwise alter in any way the terms of this Agreement. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedules is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material or constitute or do not constitute a Business Material Adverse Effect or are or are not in the Ordinary Course unless otherwise called for by any such Disclosure Schedule, and (h) no party shall use the fact of the setting forth of any additional matters set forth for informational purposes such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedules is or is not material or constitute or do not necessarily include other matters constitute a Business Material Adverse Effect or are or are not Ordinary Course for purposes of a similar mattersthis Agreement except as otherwise called for by the Disclosure Schedule. All items included, described or referred to in any Disclosure Schedule or updated Disclosure Schedule at or prior to the Closing shall be deemed for all purposes to have been disclosed to Purchasers and to have been included in the Disclosure Schedules delivered to Purchaser at or prior to the date of this Agreement for all purposes, including modifying all representations, warranties and covenants to which such Disclosure Schedules relate and for purposes of Article XII and XIV.

Disclosure Schedules. The Parties acknowledge Company has provided a schedule of exceptions to the representations and agree warranties set forth in Article 5, attached hereto (the “Company Disclosure Schedule”). Any information set forth in any Section or Subsection of the Company Disclosure Schedule shall be deemed to be disclosed for purposes of such Section or Subsection and for purposes of each other Section and Subsection of the Company Disclosure Schedule (whether or not specific cross-references are made), in each case, solely to the extent that (a) is reasonably apparent on the inclusion face of such disclosure that it also qualifies or applies to such other Section or Subsection. Nothing in the Company Disclosure Schedule is intended to broaden the scope of any items representation or information warranty contained in the Disclosure Schedules that are not required by this Agreement or to be so included is solely for the convenience of Buyer create any covenant. No reference to or Seller, as applicable, (b) the disclosure by Seller of any item or other matter in the Seller Company Disclosure Schedules shall not be deemed to constitute an indication, admission Schedule shall: (i) represent a determination that such item or acknowledgement by Seller other matter is material (or otherwise establish a standard of materiality) or that the such item or matter is required to be referred to or disclosed in the Company Disclosure Schedule; and (ii) represent a determination that such item or other matter did not arise in the ordinary course of business. The information contained in the Company Disclosure Schedule is provided solely for purposes of making disclosures to the Parent and the Merger Sub under this Agreement. In disclosing such information, the Company does not waive any attorney-client privilege associated with such information or any protection afforded by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or work-product doctrine with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the matters disclosed or discussed in the Company Disclosure Schedule. For purposes of the Company’s representations or and warranties set forth in ARTICLE III or ARTICLE IVon and as of the Closing Date, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matters“Company Disclosure Schedule” shall mean the Updated Disclosure Schedule most recently delivered by the Company to the Parent.

Disclosure Schedules. The Parties acknowledge following schedules are provided in connection with the various representations and agree that warranties contained in Section 3 of the Common Stock Purchase Agreement dated as of March 10, 2014, (athe “Agreement”) by and between NeoStem, Inc., a Delaware corporation (the inclusion “Company”) and Aspire Capital Fund, LLC, an Illinois limited liability company (the “Buyer”). These disclosure schedules are an integral part of the Agreement. Any terms defined in the Agreement shall have the same meaning when used in these schedules, unless the context indicates otherwise. Any disclosure herein shall constitute a disclosure under other disclosure schedules, where such disclosure is appropriate and reasonably apparent. Nothing in these schedules is intended to broaden the scope of any items representation or information warranty contained in the Disclosure Schedules that Agreement or create any covenant thereunder. Matters reflected in these schedules are not necessarily limited to matters required by this the Agreement to be so included is solely disclosed, and such additional matters are set forth for the convenience of Buyer informational purposes only. For instance, no reference to or Seller, as applicable, (b) the disclosure by Seller of any item or other matter in the Seller Disclosure Schedules these schedules shall not be deemed to constitute be an indicationadmission, admission or acknowledgement by Seller that evidence of the matter is required to be disclosed by the terms materiality of this Agreement or that the matter is material or significant (such item, nor shall it establish a standard of care of materiality for any purpose whatsoever). No disclosure in these schedules relating to any possible breach or violation of or conflict with any contract or legal requirement shall be construed as an admission thereof nor an indication that the possible breach or violation exists or has actually occurred, (c) the disclosure by Buyer of any matter nor shall otherwise be deemed an admission against our interest. The representations and warranties contained in the Buyer Disclosure Schedules Agreement are solely for the purpose of allocating contractual risk between the parties and not as a means of establishing facts. No third party may rely on these schedules. The section headings and subheadings in these schedules are for convenience of reference only and shall not be deemed to constitute an indication, admission alter or acknowledgement by Buyer that affect the matter is express description of the sections of the disclosure required under the Agreement. Each exception set forth in these schedules shall also be deemed to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for with respect to any purpose whatsoever), (d) if any other section of the Disclosure Schedules lists an Agreement to which the relevance of such item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement is reasonably apparent, . References in these schedules to disclosures in our filings with the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein SEC are not intended to constitutebe a complete statement of the full disclosure in our SEC filings, and shall but are merely being provided to refer you to the relevant disclosures in those filings. In disclosing information in these schedules, we do not be construed as constituting, representations waive any attorney-client privilege associated with such information or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge protection afforded by the work-product doctrine with respect to any of the representations matters disclosed or warranties set forth discussed herein. The information contained in ARTICLE III or ARTICLE IVthese schedules is in all respects subject to the confidentiality obligations between us. NeoStem Therapies, and Inc. Stem Cell Technologies, Inc. Progenitor Cell Therapy, LLC PCT Allendale, LLC (h1) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matters.NeoStem Family Storage, LLC (1) (2) Athelos Corporation (3) Amo Acquisition Company I, Inc. Amo Acquisition Company II, LLC Amorcyte, LLC

Disclosure Schedules. The Parties acknowledge and agree that (a) the inclusion of any items or information in the All Disclosure Schedules that attached hereto are not required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Seller that the matter is required to be disclosed by the terms incorporated herein and expressly made a part of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed as though completely set forth herein. All references to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement herein or that the matter is material or significant (nor shall it establish a standard of care of materiality for in any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information will be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in such a way as to make its relevance separately numbered sections corresponding to the disclosure required by sections of this Agreement; however, any item disclosed in any part, subpart, section or provided in another section subsection of the Disclosure Schedules Schedule referenced by a particular section or the statements contained subsection in any Section of this Agreement reasonably apparent, the matter shall will be deemed to have been disclosed in or with respect to every other part, subpart, section and subsection in another Disclosure Schedule if the relevance of such disclosure to such other sectionpart, subpart, section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference to such other section reference. Any item of information, matter or the omission of a reference in the particular representation and warranty to such section of document disclosed or referenced in, or attached to, the Disclosure SchedulesSchedules will not (a) be used as a basis for interpreting the terms “material,” “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (eb) except as provided in clause be deemed or interpreted to expand the scope of Seller’s, the Company’s or Buyer’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein or (dc) aboveconstitute, headings have been inserted or be deemed to constitute, an admission to any third party concerning such item or matter. No disclosure in the Disclosure Schedules for convenience relating to any possible breach or violation of reference only, (f) the Disclosure Schedules are qualified any agreement or Law will be construed as an admission or indication that any such breach or violation exists or has actually occurred. Capitalized terms used in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and not otherwise defined therein have the information and statements contained therein are not intended meanings given to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth them in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar mattersthis Agreement.

Disclosure Schedules. The Parties acknowledge and agree that (a) the inclusion of any items or information in the All Disclosure Schedules that attached hereto are not required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Seller that the matter is required to be disclosed by the terms incorporated herein and expressly made a part of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed as though completely set forth herein. All references to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement herein or that the matter is material or significant (nor shall it establish a standard of care of materiality for in any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information will be deemed to refer to this entire Agreement, including all Disclosure Schedules. The Disclosure Schedules have been arranged for purposes of convenience in such a way as to make its relevance separately numbered sections corresponding to the disclosure required by sections of this Agreement; however, any item disclosed in any part, subpart, section or provided in another section subsection of the Disclosure Schedules Schedule referenced by a particular section or the statements contained subsection in any Section of this Agreement reasonably apparent, the matter shall will be deemed to have been disclosed in or with respect to every other part, subpart, section and subsection in another Disclosure Schedule if the relevance of such disclosure to such other sectionpart, subpart, section or subsection is reasonably apparent on its face, notwithstanding the omission of an appropriate cross-reference to such other section reference. Any item of information, matter or the omission of a reference in the particular representation and warranty to such section of document disclosed or referenced in, or attached to, the Disclosure SchedulesSchedules will not (a) be used as a basis for interpreting the terms “material,” “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (eb) except as provided in clause be deemed or interpreted to expand the scope of any Seller’s, the Company’s or Buyer’s respective representations and warranties, obligations, covenants, conditions or agreements contained herein or (dc) aboveconstitute, headings have been inserted or be deemed to constitute, an admission to any third party concerning such item or matter. No disclosure in the Disclosure Schedules for convenience relating to any possible breach or violation of reference only, (f) the Disclosure Schedules are qualified any agreement or Law will be construed as an admission or indication that any such breach or violation exists or has actually occurred. Capitalized terms used in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and not otherwise defined therein have the information and statements contained therein are not intended meanings given to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth them in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar mattersthis Agreement.

Disclosure Schedules. The Parties acknowledge and agree that each Party has or may have set forth information in the Schedules in a section thereof that corresponds to the section of this Agreement to which it relates. A matter set forth in one section of the Schedules need not be set forth in full in any other section of the Schedules so long as its relevance to such other section of the Schedules or section of the Agreement is reasonably apparent on the face of the information disclosed therein to the Person to which such disclosure is being made and the Schedule which does not contain the full disclosure expressly cross-references the Schedule which contains full disclosure of the information and provides a summary describing the relevance of such information for purposes of such Schedule. The Parties acknowledge and agree that (ai) the inclusion of any items or information in the Disclosure Schedules that are not required by to this Agreement to be so included is may include certain items and information solely for informational purposes for the convenience of Buyer or Seller, as applicable, Seller and (bii) the disclosure by Buyer or Seller of any matter in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission acknowledgment by Buyer or acknowledgement by Seller that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the material. The disclosure by Buyer Seller of any information or other matter on any Schedule qualifying the representations and warranties made by Seller in this Agreement and the other Transaction Documents shall not in any way exculpate, limit or relieve any obligation or liability (including any indemnification obligation) which Seller has under any other provision of this Agreement ( except to the extent properly incorporated by reference in the Buyer Disclosure Schedules shall not be deemed Schedule pertaining to constitute an indication, admission such other provision) or acknowledgement by Buyer that the matter is required to be disclosed by the terms any other Transaction Document or in connection with a breach of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or other Transaction Document including liability with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar mattersall Retained Obligations.

Disclosure Schedules. The Parties acknowledge and agree that (a) the inclusion of any items or Certain information set forth in the Disclosure Schedules that are is included solely for informational purposes and may not be required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosed pursuant to this Agreement. The disclosure by Seller of any matter in the Seller Disclosure Schedules information shall not be deemed to constitute an indication, admission or acknowledgement by Seller acknowledgment that the matter such information is required to be disclosed in connection with the representations and warranties made by the terms of Company, Sellers, Buyer or Guarantor, as applicable, in this Agreement or that the matter such information is material or significant (material, nor shall it such information be deemed to establish a standard of care of materiality for any purpose whatsoever)materiality, (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard be deemed an admission of care any liability of, or concession as to any defense available to, Buyer, the Company or the Sellers, as applicable. Unless this Agreement specifically provides otherwise, neither the specification of materiality any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any of the Disclosure Schedules is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course of Business, and no party may use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in any of the Disclosure Schedules is or is not in the Ordinary Course of Business for purposes of this Agreement. The section number headings in the Disclosure Schedules correspond to the section numbers in this Agreement and any purpose whatsoever), (d) if information disclosed in any section of the Disclosure Schedules lists an item or information in such a way as shall be deemed to make its relevance to the disclosure required by or provided in another be disclosed and incorporated into any other section of the Disclosure Schedules or where the statements contained in any Section relevance of this Agreement reasonably apparent, such disclosure is readily apparent on the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section face of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar mattersdisclosure.

Disclosure Schedules. The Parties acknowledge following schedules are provided in connection with the various representations and agree that warranties contained in Section 3 of the Common Stock Purchase Agreement dated as of September 28, 2011, (athe “Agreement”) by and between NeoStem, Inc., a Delaware corporation (the inclusion “Company”) and Aspire Capital Fund, LLC, an Illinois limited liability company (the “Buyer”). These disclosure schedules are an integral part of the Agreement. Any terms defined in the Agreement shall have the same meaning when used in these schedules, unless the context indicates otherwise. Any disclosure herein shall constitute a disclosure under other disclosure schedules, where such disclosure is appropriate and reasonably apparent. Nothing in these schedules is intended to broaden the scope of any items representation or information warranty contained in the Disclosure Schedules that Agreement or create any covenant thereunder. Matters reflected in these schedules are not necessarily limited to matters required by this the Agreement to be so included is solely disclosed, and such additional matters are set forth for the convenience of Buyer informational purposes only. For instance, no reference to or Seller, as applicable, (b) the disclosure by Seller of any item or other matter in the Seller Disclosure Schedules these schedules shall not be deemed to constitute be an indicationadmission, admission or acknowledgement by Seller that evidence of the matter is required to be disclosed by the terms materiality of this Agreement or that the matter is material or significant (such item, nor shall it establish a standard of care of materiality for any purpose whatsoever). No disclosure in these schedules relating to any possible breach or violation of or conflict with any contract or legal requirement shall be construed as an admission thereof nor an indication that the possible breach or violation exists or has actually occurred, (c) the disclosure by Buyer of any matter nor shall otherwise be deemed an admission against our interest. The representations and warranties contained in the Buyer Disclosure Schedules Agreement are solely for the purpose of allocating contractual risk between the parties and not as a means of establishing facts. No third party may rely on these schedules. The section headings and subheadings in these schedules are for convenience of reference only and shall not be deemed to constitute an indication, admission alter or acknowledgement by Buyer that affect the matter is express description of the sections of the disclosure required under the Agreement. Each exception set forth in these schedules shall also be deemed to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for with respect to any purpose whatsoever), (d) if any other section of the Disclosure Schedules lists an Agreement to which the relevance of such item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement is reasonably apparent, . References in these schedules to disclosures in our filings with the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein SEC are not intended to constitutebe a complete statement of the full disclosure in our SEC filings, and shall but are merely being provided to refer you to the relevant disclosures in those filings. In disclosing information in these schedules, we do not be construed as constituting, representations waive any attorney-client privilege associated with such information or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge protection afforded by the work-product doctrine with respect to any of the representations matters disclosed or warranties set forth discussed herein. The information contained in ARTICLE III or ARTICLE IVthese schedules is in all respects subject to the confidentiality obligations between us. NeoStem Therapies, and Inc. Stem Cell Technologies, Inc. NeoStem (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matters.China), Inc. CBH Acquisition LLC China Biopharmacuticals Holdings, Inc. (1)

Disclosure Schedules. The Parties acknowledge and agree that (a) Any information disclosed pursuant to any section of any Disclosure Schedule hereto shall be deemed to be disclosed for purposes of any other section of such Disclosure Schedule to which such disclosure is relevant, to the extent that it is readily apparent on its face without further inquiry that such disclosure is relevant to such other section. Neither the specification of any payment amount or any item or matter in any provision of this Agreement nor the inclusion of any specific item or matter in any Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item or matter so specified or included, or other items or matters, are or are not material, and no party hereto shall use the fact of the specification of any such amount or the specification or inclusion of any such item or matter in any dispute or controversy between the parties hereto as to whether any item or matter not specified herein or included in any Schedule is or is not material for purposes of this Agreement. Neither the specification of any item or matter in any provision of this Agreement nor the inclusion of any specific item or matter in any Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party hereto shall use the fact of the specification or the inclusion of any such item or matter in any dispute or controversy between the parties hereto as to whether any item or matter not specified herein or included in any Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement. (b) Sellers or Purchaser may, from time to time up to three Business Days prior to Closing, by written notice in accordance with the terms of this Agreement, supplement or amend any Disclosure Schedule including one or more supplements or amendments to correct any matter that, if not corrected, would constitute a breach of or inaccuracy in any representation or warranty contained herein or with respect to any matter which, if known, existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedule or which is necessary to correct any information in such Disclosure Schedule which has been rendered inaccurate by an event, condition, fact or circumstance occurring after the date of this Agreement. Each party shall promptly notify the other in writing of the supplement or amendment of any Disclosure Schedule. No such supplemental or amended Disclosure Schedule shall be deemed to cure any breach for purposes of Section 8.02(a) or Section 8.03(a), as applicable. If, however, the Closing occurs: (i) any such supplement and amendment to the extent it relates to (A) any matter arising prior to the date hereof that was disclosed in (1) with respect to the Seller Fundamental Warranties and the other representations and warranties set forth Article V, the Disclosure Schedules as of the date hereof, the Q&A Log as of the date hereof or in the other documents set forth on Schedule 9.10 as of the date hereof, (2) with respect to the representations and warranties made in Sections 5.04, 5.05, 5.06 and 5.08, the Signing Data Room (excluding the Loan File Folder), and (3) with respect to the representations and warranties made in Sections 5.07(b) through 5.07(j), the Signing Data Room (including the Loan Files but only with respect to each Purchased Loan for which the applicable Loan File is contained in the Loan File Folder) or (B) any matter arising after the date hereof (to the extent such matter has not resulted from any breach of any covenant contained herein) shall, in each case, be effective to cure and correct for all purposes any breach of or inaccuracy in any representation or warranty that would have existed if the applicable Seller or Purchaser, as applicable, had not made such supplement or amendment, and all references to any Disclosure Schedule hereto that is so supplemented or amended as provided in this Section 11.13 shall for all purposes after the Closing be deemed to be a reference to such Disclosure Schedule as so supplemented or amended with respect to such matters; and (ii) any such supplement and amendment to the extent it relates to (A) any matter arising prior to the date hereof that was not disclosed in the Disclosure Schedules as of the date hereof, the Signing Data Room, the Q&A Log as of the date hereof or in the other documents set forth on Schedule 9.10 or (B) any matter arising after the date hereof to the extent that are not required such matter is the result of any breach by this Agreement to be so included is solely for the convenience of Buyer Sellers or SellerPurchaser, as applicable, (b) the disclosure by Seller of any matter covenant contained herein shall, in each case, not be effective to cure and correct any breach of or inaccuracy in any representation or warranty made as of the Seller date of this Agreement, and all references to any Disclosure Schedules Schedule hereto that is so supplemented or amended as provided in this Section 11.13 shall not for all purposes after the Closing be deemed to constitute an indication, admission be a reference to such Disclosure Schedule without taking into account such supplement or acknowledgement by Seller that the matter is required amendment with respect to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required matters. Any notice provided by or provided in another section on behalf of the Disclosure Schedules or the statements contained in any a Seller pursuant to Section of this Agreement reasonably apparent, the matter 7.23 shall be deemed to have been disclosed in or with respect be such a supplement and amendment to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matters.

Disclosure Schedules. The Parties acknowledge FEI Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and agree that (a) lettered Sections contained in Article III. Any matter or item disclosed pursuant to any Section of the inclusion of any items or information in the FEI Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules Schedule shall not be deemed to constitute an indication, admission or acknowledgement by Seller that the matter is required to be disclosed by the terms only for purposes of this Agreement or disclosure under that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever)Section; provided, (c) the disclosure by Buyer of that any matter or item disclosed in one Section of the Buyer FEI Disclosure Schedules shall not Schedule will be deemed disclosed with respect to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section another Section of the FEI Disclosure Schedules lists an item or information Schedule if such disclosure is made in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other sectionSection reasonably apparent. The Veeco Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered Sections contained in Article IV. Any matter or item disclosed pursuant to any Section of the Veeco Disclosure Schedule shall be deemed to be disclosed only for purposes of disclosure under that Section; provided, notwithstanding that any matter or item disclosed in one Section of the omission Veeco Disclosure Schedule will be deemed disclosed with respect to another Section of an appropriate cross-reference the Veeco Disclosure Schedule if such disclosure is made in such a way as to make its relevance with respect to such other section or the omission Section reasonably apparent. The inclusion of a reference any information in the particular representation and warranty to such section of the FEI Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Schedule or Veeco Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and Schedule shall not be construed as constitutingdeemed to be an admission or acknowledgment, representations in and of itself, that such information is required by the terms hereof to be disclosed, is material, has or warranties of Seller or Buyer, as applicablewould have a Material Adverse Effect, or create any covenant and shall not expand or enlarge any is outside the ordinary course of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar mattersbusiness.

Disclosure Schedules. These Schedules have been prepared and delivered in accordance with the Asset Purchase Agreement dated September 12, 2013 (the “Purchase Agreement”) between Picture Assassin, LLC, the Members and Blue Calypso, Inc.. Terms defined in the Purchase Agreement and not otherwise defined in the Schedules shall have the meanings as defined in the Purchase Agreement. The Parties acknowledge headings contained in the Schedules are for convenience of reference only and agree that (a) shall not be deemed to modify or affect the inclusion interpretation of the Purchase Agreement or the information contained in any Schedule. Certain information set forth in the Schedules has been included for informational purposes only and may not be required to be disclosed pursuant to the Purchase Agreement. The disclosure of any items or information in the Disclosure Schedules that are not required by this Agreement to be so included is solely for the convenience of Buyer or Seller, as applicable, (b) the disclosure by Seller of any matter in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Seller acknowledgment that the matter such information is required to be disclosed and shall not establish or imply, or be relevant to any determination of, a standard of materiality. Matters disclosed by Seller to Buyer pursuant to any section or subsection of the terms Disclosure Schedule shall qualify other sections or subsections of the Disclosure Schedule only to the extent it is clear from a reading of the disclosure that such disclosure is applicable to such other sections and subsections of the Disclosure Schedule. The numbering and references in the Disclosure Schedule that correspond to sections of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality are for any purpose whatsoever), (c) the disclosure by Buyer of any matter in the Buyer Disclosure Schedules shall convenience only and do not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for any purpose whatsoever), (d) if any section of the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement reasonably apparent, the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein are not intended to constituteway limit, and shall not be construed regarded as constitutinglimiting, representations the disclosure concerning such numbered or warranties of Seller or Buyerreferenced sections. Capitalized terms used in the Disclosure Schedule, as applicablebut not otherwise defined therein, or create any covenant and shall not expand or enlarge any of have the representations or warranties set forth respective meanings assigned to such terms in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar mattersthis Agreement.

Disclosure Schedules. The Parties acknowledge and agree that (a) information disclosed herein is arranged by separate sections corresponding to the inclusion of any items or information equivalent sections referenced in the Stock Purchase Agreement effective as of June 30, 2007 by and among CardioTech International Inc. (the “Seller” or “CardioTech”), Xxxx Biomedical, Inc. (“Xxxx”) and Medos Medizintechnik AG (“Buyer”) (the “Agreement”). Capitalized terms used herein without definition shall, unless the context requires otherwise, have the respective meanings ascribed to them in such Agreement. Disclosure Schedules that are not required by this Agreement to under one section shall be so included is solely for deemed disclosure under each other section of the convenience of Buyer or SellerAgreement, as applicable, (b) where it is readily apparent on the face of the information disclosed that it should be an exception to such section of the Agreement. If a section is not listed below, it is because additional disclosure by Seller under such section is not required. Where the terms of a contract or other disclosure item have been summarized or described in this Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such lease, contract or other item. Copies of all written contracts and other items listed in this Disclosure Schedule have been provided to Buyer. The disclosure of any matter in the Seller Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Seller construed as indicating that the such matter is material to the business, operation, financial condition, prospects or capital structure of the Company or is necessarily required to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality in order for any purpose whatsoever), (c) the disclosure by Buyer of any matter representation or warranty in the Buyer Disclosure Schedules shall not be deemed to constitute an indication, admission or acknowledgement by Buyer that the matter is required Agreement to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for true and correct in any purpose whatsoever), (d) if any section of respect. Headings in the Disclosure Schedules lists an item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained are for convenience only and shall not affect in any Section of this Agreement reasonably apparent, way the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section meaning of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in . References herein to “the Disclosure Schedules for convenience of reference only, (f) Company” are deemed to refer to the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) Company’s predecessor entity where the Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge any of the representations or warranties set forth in ARTICLE III or ARTICLE IV, and (h) any additional matters set forth for informational purposes do not necessarily include other matters of a similar matterscontext requires.

Disclosure Schedules. The Parties acknowledge following schedules are provided in connection with the various representations and agree that warranties contained in Section 3 of the Common Stock Purchase Agreement dated as of November 4, 2015, (athe “Agreement”) by and between Caladrius Biosciences, Inc., a Delaware corporation (the inclusion “Company”) and Aspire Capital Fund, LLC, an Illinois limited liability company (the “Buyer”). These disclosure schedules are an integral part of the Agreement. Any terms defined in the Agreement shall have the same meaning when used in these schedules, unless the context indicates otherwise. Any disclosure herein shall constitute a disclosure under other disclosure schedules, where such disclosure is appropriate and reasonably apparent. Nothing in these schedules is intended to broaden the scope of any items representation or information warranty contained in the Disclosure Schedules that Agreement or create any covenant thereunder. Matters reflected in these schedules are not necessarily limited to matters required by this the Agreement to be so included is solely disclosed, and such additional matters are set forth for the convenience of Buyer informational purposes only. For instance, no reference to or Seller, as applicable, (b) the disclosure by Seller of any item or other matter in the Seller Disclosure Schedules these schedules shall not be deemed to constitute be an indicationadmission, admission or acknowledgement by Seller that evidence of the matter is required to be disclosed by the terms materiality of this Agreement or that the matter is material or significant (such item, nor shall it establish a standard of care of materiality for any purpose whatsoever). No disclosure in these schedules relating to any possible breach or violation of or conflict with any contract or legal requirement shall be construed as an admission thereof nor an indication that the possible breach or violation exists or has actually occurred, (c) the disclosure by Buyer of any matter nor shall otherwise be deemed an admission against our interest. The representations and warranties contained in the Buyer Disclosure Schedules Agreement are solely for the purpose of allocating contractual risk between the parties and not as a means of establishing facts. No third party may rely on these schedules. The section headings and subheadings in these schedules are for convenience of reference only and shall not be deemed to constitute an indication, admission alter or acknowledgement by Buyer that affect the matter is express description of the sections of the disclosure required under the Agreement. Each exception set forth in these schedules shall also be deemed to be disclosed by the terms of this Agreement or that the matter is material or significant (nor shall it establish a standard of care of materiality for with respect to any purpose whatsoever), (d) if any other section of the Disclosure Schedules lists an Agreement to which the relevance of such item or information in such a way as to make its relevance to the disclosure required by or provided in another section of the Disclosure Schedules or the statements contained in any Section of this Agreement is reasonably apparent, . References in these schedules to disclosures in our filings with the matter shall be deemed to have been disclosed in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the omission of a reference in the particular representation and warranty to such section of the Disclosure Schedules, (e) except as provided in clause (d) above, headings have been inserted in the Disclosure Schedules for convenience of reference only, (f) the Disclosure Schedules are qualified in their entirety by reference to specific provisions of this Agreement, (g) the Disclosure Schedules and the information and statements contained therein SEC are not intended to constitutebe a complete statement of the full disclosure in our SEC filings, and shall but are merely being provided to refer you to the relevant disclosures in those filings. In disclosing information in these schedules, we do not be construed as constituting, representations waive any attorney-client privilege associated with such information or warranties of Seller or Buyer, as applicable, or create any covenant and shall not expand or enlarge protection afforded by the work-product doctrine with respect to any of the representations matters disclosed or warranties set forth discussed herein. The information contained in ARTICLE III or ARTICLE IVthese schedules is in all respects subject to the confidentiality obligations between us. Entity Percentage of Ownership Location Caladrius Biosciences, and Inc. 100% United States of America NeoStem Therapies, Inc. 100% United States of America Stem Cell Technologies, Inc. 100% United States of America Amorcyte, LLC 100% United States of America PCT, LLC, a Caladrius Company 100% United States of America NeoStem Family Storage, LLC 100% United States of America Athelos Corporation (h1) any additional matters set forth for informational purposes do not necessarily include other matters 97.0% United States of a similar matters.America PCT Allendale, LLC 100% United States of America NeoStem Oncology, LLC 100% United States of America