Common use of Disclosure Schedules Clause in Contracts

Disclosure Schedules. The Radiancy Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein.

Disclosure Schedules. The Radiancy schedules referenced herein the (“Disclosure Schedule constitutes a Schedules”) have been arranged, for purposes of convenience only, as separate parts corresponding to the sections of ARTICLE III and ARTICLE IV of this Agreement. Any information set forth in any part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall Schedules will be deemed to be disclosures made with respect 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 (whether or not specific cross-references are made), and will be deemed to qualify and limit all representations and warranties of the Seller and Parent set forth in Article III of this Agreement with respect Agreement. No reference to which such or disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or other matter in the Radiancy Disclosure Schedule shall not in and of itself Schedules will be taken construed as an admission or indication that such item or other matter is material (nor will it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedules. The information set forth in the Disclosure Schedules is disclosed solely for the purposes of this Agreement, 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 disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the materiality thereof Seller and Parent contained in this Agreement and will not (and will not be construed to) expand or increase any of the level representations, warranties, or covenants of materiality that Seller and Parent. Nothing in the Disclosure Schedules is applicable intended to broaden the scope of any representation or warranty contained in this Agreement or create any covenant. Matters reflected in the Disclosure Schedule are not necessarily limited to matters required by the Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth herein. The DSKX Disclosure Schedule constitutes a part for informational purposes and do not necessarily include other matters of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinsimilar nature.

Disclosure Schedules. The Radiancy Except with respect to any Supplemental Disclosure, which is governed by Section 7.5, the disclosure of any matter in any section or subsection of the Contributor Disclosure Schedule constitutes or the SEP Disclosure Schedule (collectively, the “Disclosure Schedules”), as applicable, shall be deemed to be a part of this Agreement and is incorporated into this Agreement disclosure under the respective Person’s Disclosure Schedule for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall such matter could reasonably be deemed expected to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable theretopertinent. Except to the extent that the context otherwise explicitly requires, the disclosure The mere inclusion of any item in any section or matter in subsection of any of the Radiancy Disclosure Schedule shall not in and of itself be taken Schedules, as an indication of the materiality thereof or the level of materiality that is applicable exception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Parties, as applicable, or to otherwise imply, that any 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 lettered sections and subsections of this Agreement. Matters disclosed in any section or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth herein. The DSKX Disclosure Schedule constitutes for informational purposes only and do not necessarily include other matters of a part similar nature 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 and is incorporated into this Agreement for all purposes as if fully or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth hereinin 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. Each disclosure made in the DSKX Disclosure Schedule shall be organized by The reference to any Contract or other documents or materials in any section or subsection of any of the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement Schedules shall be deemed to be disclosures made with respect to incorporate by reference, for all representations purposes set forth in this Section 11.10 and warranties in Article IV the remainder of this Agreement with respect to which Agreement, all terms and conditions of, and schedules and annexes to, such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except Contract or other document to the extent that made available, prior to the context otherwise explicitly requiresdate of this Agreement, to SEP and its Representatives or Contributor and its Representatives, as applicable. Headings inserted in the disclosure sections or subsections of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the level express terms of materiality that is applicable to any representation the sections or warranty subsections as set forth hereinin this Agreement.

Disclosure Schedules. The Radiancy Except with respect to any Supplemental Disclosure, which is governed by Section 6.5, the disclosure of any matter in any section or subsection of the SE Corp Disclosure Schedule constitutes or the SEP Disclosure Schedule (collectively, the “Disclosure Schedules”), as applicable, shall be deemed to be a part of this Agreement and is incorporated into this Agreement disclosure under the respective Person’s Disclosure Schedule for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall such matter could reasonably be deemed expected to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable theretopertinent. Except to the extent that the context otherwise explicitly requires, the disclosure The mere inclusion of any item in any section or matter in subsection of any of the Radiancy Disclosure Schedule shall not in and of itself be taken Schedules, as an indication of the materiality thereof or the level of materiality that is applicable exception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Parties, as applicable, or to otherwise imply, that any 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 lettered sections and subsections of this Agreement. Matters disclosed in any section or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth herein. The DSKX Disclosure Schedule constitutes for informational purposes only and do not necessarily include other matters of a part similar nature 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 and is incorporated into this Agreement for all purposes as if fully or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth hereinin 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. Each disclosure made in the DSKX Disclosure Schedule shall be organized by The reference to any Contract or other documents or materials in any section or subsection of any of the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement Schedules shall be deemed to be disclosures made with respect to incorporate by reference, for all representations purposes set forth in this Section 10.9 and warranties in Article IV the remainder of this Agreement with respect to which Agreement, all terms and conditions of, and schedules and annexes to, such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except Contract or other document to the extent that made available, prior to the context otherwise explicitly requiresdate of this Agreement, to SEP and its Representatives or SE Corp and its Representatives, as applicable. Headings inserted in the disclosure sections or subsections of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the level express terms of materiality that is applicable to any representation the sections or warranty subsections as set forth hereinin this Agreement.

Disclosure Schedules. The Radiancy Matters reflected in the Analysts Disclosure Schedule constitutes and the Horizons Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedules. Such additional matters may be set forth for informational purposes, do not necessarily include other matters of a part similar nature that are not required to be reflected in such Disclosure Schedules, and do not establish any standard or definition of materiality. A disclosure made by a party in any Section of this Agreement or its Disclosure Schedule that is sufficient to reasonably inform such party of information required to be disclosed in another Section of this Agreement or such party’s Disclosure Schedule in order to avoid a misrepresentation thereunder shall be deemed to have been made with respect to the other Section of this Agreement or such party’s Disclosure Schedule. The parties hereto acknowledge that certain matters set forth in the Disclosure Schedules are included for information purposes only, notwithstanding the fact that, because they do not rise above applicable materiality thresholds or otherwise, they would not be required to be set forth therein by the terms of this Agreement and that disclosure of such matters shall not be taken as an admission by either Analysts or Horizons that such disclosure is incorporated into required to be made under the terms of any provision of this Agreement for all purposes as if fully set forth hereinand in no event shall the disclosure of such matters be deemed or interpreted to broaden or otherwise amplify the representations and warranties contained in this Agreement. Each disclosure made Any matter required to be disclosed in the DSKX any Disclosure Schedule that was not disclosed therein but was disclosed in another Disclosure Schedule shall be organized by reference deemed to have been disclosed in the correct Disclosure Schedule only to the Section of this Agreement extent the non-disclosing party actually understood the disclosure required, but shall not be deemed to which it applies; provided, that disclosures in the PHMD have been otherwise disclosed. Any Disclosure Schedule with respect required to a particular representation or warranty in Article III of this Agreement be attached hereto and not attached shall be deemed to be disclosures made with respect state: “None.” Notwithstanding anything to all representations and warranties the contrary in Article III of this Agreement with respect any Disclosure Schedule or cover page to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except the Disclosure Schedules, to the extent that the context otherwise explicitly requiresany provision(s) thereof conflict with this Section 10.15, the disclosure of any item or matter in the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein10.15 controls.

Disclosure Schedules. The Radiancy Photomedex Technology Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the Radiancy Photomedex Technology Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein.

Disclosure Schedules. The Radiancy Each of Seller and Buyer will use its Best Efforts to arrange Seller’s Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Buyer’s Disclosure Schedule shall be organized by reference in sections corresponding to the numbered sections of Articles 3 and 4, as applicable, 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 which it applies; provided, that disclosures any other provision. Nothing in the PHMD Disclosure Schedule with respect such disclosure schedules will be adequate to a particular disclose an exception to any representation or warranty made in Article III 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 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 disclosures made with respect included in all Schedules in which the information is required to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except included to the extent that the context otherwise explicitly requiresdisclosure is reasonably apparent on its face. The inclusion of any information in the Seller’s Disclosure Schedule, the disclosure of Buyer’s Disclosure Schedule or any item updates hereto or matter in the Radiancy Disclosure any other Schedule shall not in and be deemed to be an admission or acknowledgement that such information is required by the terms hereof to be disclosed or is material to or is outside the Ordinary Course of itself be taken as an indication Business of the materiality thereof or Acquired Companies and the level KES Business. In the event of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part inconsistency between the statements in the body of this Agreement and is incorporated into this Agreement for all purposes as if fully those in such disclosure schedules (other than an exception expressly set forth herein. Each as such in a disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule schedule with respect to a particular specifically identified representation or warranty warranty), the statements in Article IV the body of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinwill control.

Disclosure Schedules. The Radiancy Disclosures on the Purchaser Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in or the DSKX SALIC Disclosure Schedule shall be organized by reference arranged in sections corresponding to the Section numbered and lettered sections of this Agreement to which it applies; providedAgreement, that disclosures in the PHMD and any disclosure set forth on any section of a Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to disclosed by the party hereto delivering such Disclosure Schedule for all representations and warranties in Article III sections of this Agreement with respect and all other sections of such Disclosure Schedule to which such disclosure reasonably relates if the extent that it is readily apparent that such disclosure would is applicable to such other sections of this Agreement or such other sections of such Disclosure Schedule; provided, however, that no disclosure shall qualify any SALIC Fundamental Rep or Purchaser Fundamental Rep unless it is set forth in the specific Disclosure Schedule, or the section or subsection of the Disclosure Schedule, corresponding to such SALIC Fundamental Rep or Purchaser Fundamental Rep. The headings contained in a Disclosure Schedule are for convenience of reference only and shall not be applicable theretodeemed to modify or influence the interpretation of the information contained in such Disclosure Schedule or this Agreement. Except The inclusion of any information in any section of a Disclosure Schedule shall not be deemed to be an admission or acknowledgment by the party hereto delivering such Disclosure Schedule or otherwise imply that such information is required to be listed in any section of such Disclosure Schedule or that any such matter rises to a SALIC Material Adverse Effect or Purchaser Material Adverse Effect, as applicable, or is material to or outside the Ordinary Course of Business. Matters reflected in a Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in a Disclosure Schedule to the extent that enforceability of agreements with third parties, the context otherwise explicitly requiresexistence or non- existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks between Purchaser and SALIC and were not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against either party to this Agreement by any Person who is not a party to this Agreement, or give rise to any claim or benefit to any Person who is not a party to this Agreement. The disclosure in a Disclosure Schedule of any allegation, threat, notice or other communication shall not be deemed to include disclosure of the truth of the matter communicated. In addition, the disclosure of any item or matter in the Radiancy a Disclosure Schedule shall is not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV an admission that such matter actually constitutes noncompliance with, or a violation of this Agreement with respect Applicable Law, any Order or Governmental Authorization or Contract or other topic to which such disclosure reasonably relates if it is readily apparent that applicable. In no event shall the disclosure of matters disclosed in a Disclosure Schedule or, in the case of SALIC, the Electronic Data Rooms, be deemed or interpreted to constitute or broaden a representation, warranty, obligation, covenant, condition or agreement of the party hereto delivering such disclosure would be applicable thereto. Except Disclosure Schedule except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter provided in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinthis Agreement.

Disclosure Schedules. The Radiancy Except with respect to any Schedule Updates, which are governed by Section 6.6, the disclosure of any matter in any section or subsection of the HoldCo Disclosure Schedule constitutes or the MLP Disclosure Schedule (collectively, the “Disclosure Schedules”), as applicable, shall be deemed to be a part of this Agreement and is incorporated into this Agreement disclosure under the respective Disclosure Schedule for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall such matter could reasonably be deemed expected to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable theretopertinent. Except to the extent that the context otherwise explicitly requires, the The mere disclosure of any matter or item or matter in the Radiancy on a Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable exception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Parties, as applicable, or to otherwise imply, that any 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 contemplated hereby require the consent of any Third Party. The sections or subsections of each Disclosure Schedule are arranged in sections corresponding to the numbered and lettered sections and subsections of this Agreement. Matters disclosed in any section or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth herein. The DSKX Disclosure Schedule constitutes for informational purposes only and do not necessarily include other matters of a part similar nature 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 and is incorporated into this Agreement for all purposes as if fully or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth hereinin 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. Each disclosure made in the DSKX Disclosure Schedule shall be organized by The reference to any Contract or other documents or materials in any section or subsection of any of the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement Schedules shall be deemed to be disclosures made with respect to incorporate by reference, for all representations purposes set forth in this Section 11.6 and warranties in Article IV the remainder of this Agreement with respect to which Agreement, all terms and conditions of, and schedules and annexes to, such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except Contract or other document to the extent that made available, prior to the context otherwise explicitly requiresdate of this Agreement, to the disclosure Transferee and their Representatives or HoldCo and its Representatives, as applicable. Headings inserted in the sections or subsections of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof Disclosure Schedules are for convenience of reference only and shall to no extent have the effect ofsections or subsections of any of the level Disclosure Schedules are for convenience of materiality that is applicable reference only and shall to any representation no extent have the effect of amending or warranty changing the express terms of the sections or subsections as set forth hereinin this Agreement.

Disclosure Schedules. (a) The Radiancy Disclosure Schedule constitutes a part Schedules have been arranged for purposes of convenience in separately titled sections corresponding to the sections of Article 3. The parties acknowledge and agree that (i) matters reflected in the Disclosure Schedules are not necessarily limited to matters required to be reflected therein, (ii) the disclosure by the Sellers of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement by the Sellers that the matter is required to be disclosed by the terms of this Agreement and or that the matter is incorporated into material, (iii) 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 this Agreement for all purposes as if fully set forth herein. Each disclosure made in reasonably apparent, the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement matter shall be deemed to be disclosures made have been disclosed in or with respect to all representations 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 warranties warranty to such section of the Disclosure Schedule, (iv) except as provided in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except clause (iii) above, to the extent that the context otherwise explicitly requires, the disclosure of any item or matter headings have been inserted in the Radiancy Disclosure Schedule shall not Schedules, such headings have been inserted for convenience of reference only, (v) the Disclosure Schedules are qualified in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized its entirety by reference to the Section specific provisions of this Agreement Agreement, and (vi) the Disclosure Schedules and the information and statements contained therein are not intended to which it applies; providedconstitute, and shall not be construed as constituting, representations or warranties of the Sellers except as and to the extent provided in this Agreement. Without limiting the generality of the foregoing, no such reference to or disclosure of a possible breach or violation of, or default under, any contract, arrangement or understanding, Applicable Law or order shall be construed as an admission or indication that disclosures in the DSKX Disclosure Schedule with respect breach, violation or default exists or has actually occurred. All references to a particular representation or warranty in Article IV of this Agreement herein or in any of the Disclosure Schedules shall be deemed to be disclosures made with respect refer to this entire Agreement, including all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable theretoDisclosure Schedules. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter Capitalized terms used in the DSKX Disclosure Schedule shall Schedules and not otherwise defined therein have the meanings given to them in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinthis Agreement.

Disclosure Schedules. The Radiancy Disclosure Schedules have been arranged, for purposes of convenience only, as separately titled Disclosure Schedules corresponding to the Sections of Article II. Any information set forth in any Disclosure Schedule constitutes a part or incorporated in any Section of this Agreement shall be considered to have been set forth in each other Disclosure Schedule and shall be deemed to modify the representations and warranties in Article II to the extent that it is incorporated into reasonably apparent on the face of the disclosure that the disclosure in one Section is applicable to other Sections. The specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Disclosure Schedules 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 required to be disclosed or are within or outside of the ordinary course of business, or establish any materiality standard, admit any liability or expand in any way the scope or effect of the representations or warranties contained in this Agreement. The information contained in the Disclosure Schedules is disclosed solely for all the purposes of this Agreement, and no information contained therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever, including of any violation of Law or breach of any agreement. Where the terms of a contract or other disclosure item have been summarized or described in a schedule, such summary or description, while accurate, does not purport to be a complete statement of the material terms of such contract or other item to the extent such agreement or other item has been provided to the Buyer prior to the date hereof. References to any document to not purport to be complete and are qualified in their entirety by the contents of such document itself. The contents of any document referred to in the Disclosure Schedules are incorporated by reference into the Disclosure Schedules as if though fully set forth herein. Each disclosure made The information contained in the DSKX Disclosure Schedule shall be organized by reference Schedules is intended to qualify the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect II but is not intended to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any constitute a representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part itself for purposes of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinAgreement.

Disclosure Schedules. The Radiancy Disclosure Schedule constitutes a Schedules attached hereto are considered an integral part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth hereinAgreement. Each disclosure made The section numbers in the DSKX Disclosure Schedule shall be organized by reference Disclosures Schedules correspond to the Section of this Agreement to which it appliessection numbers in the Agreement; provided, however, that disclosures any information set forth in the PHMD Disclosure Schedules under any section number or in any Schedule with respect to a particular or in any financial statement shall be deemed disclosed and incorporated into any other section or Schedule under the Agreement where such disclosure would be appropriate, whether or not repeated under any section number where such disclosure might be deemed appropriate so long as such disclosure adequately reflects the circumstances called for by the applicable representation or warranty warranty. Unless otherwise indicated, capitalized terms used in Article III the Disclosure Schedules shall have the respective meaning afforded them in this Agreement. Notwithstanding any materiality qualifications in any of this Agreement STOCKWALK's or BLUESUIT's representations or warranties in the Agreement, for administrative ease, certain items may be included in the Disclosure Schedules which are not considered by STOCKWALK or BLUESUIT to be material to its respective business, assets, results of operations, prospects or affairs. The inclusion of any item in a disclosure schedule shall not be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent an admission by STOCKWALK or BLUESUIT, as the case may be, that such disclosure would item is material to its respective business, assets, results of operations, prospects or affairs, nor shall it be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure deemed an admission of any item obligation or matter in the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable liability to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinthird party.

Disclosure Schedules. The Radiancy Disclosure Schedule constitutes (a) Notwithstanding anything to the contrary in this Agreement, a part of this Agreement and is incorporated into this Agreement for all purposes as if fully disclosure set forth herein. Each disclosure made in under one Section of the DSKX Seller Disclosure Schedule shall be organized by reference deemed to be disclosed in any other Section or Sections of the Seller Disclosure Schedule to the extent that it is readily apparent from a reading of the face of such disclosure (without any independent knowledge on the part of the reader regarding the matter disclosed) that it is relevant or applicable to such other Section(s) (except that (i) the representations and warranties set forth in Section 3.9(j) or Section 3.9(n) shall not be deemed qualified by any Section of this Agreement to which it applies; provided, that disclosures the Seller Disclosure Schedule and (ii) the representations and warranties set forth in Section 3.4(b) shall be deemed qualified by Section 3.4(b) of the PHMD Seller Disclosure Schedule and the other Sections of the Seller Disclosure Schedule with respect to a particular the representations and warranties contained in Article III). Cross-references have been added to the Seller Disclosure Schedule for convenience and do not waive or diminish Seller’s rights. It is understood and agreed that (i) nothing in any Seller Disclosure Schedule is intended to broaden the scope of any representation or warranty of Seller contained in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent Agreement; provided that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX in any Section of the Seller Disclosure Schedule constitutes is marked with the symbol “†” or any covenant is expressly set forth in any Section of the Seller Disclosure Schedule it shall be deemed to be a representation, warranty or covenant incorporated into, and shall constitute a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in 62587121_2 SV\1145690.24 of, the DSKX Disclosure Schedule shall be organized by reference to the Section Section(s) of this Agreement to which it such Section of the Seller Disclosure Schedule applies; provided, (ii) the fact that disclosures any information is disclosed in the DSKX Seller Disclosure Schedule with respect shall not be construed to a particular representation or warranty mean that such information is required to be disclosed by this Agreement, and (iii) nothing disclosed in Article IV of this Agreement any Seller Disclosure Schedule shall be deemed to be disclosures made with respect effect the determination of any item of the Net Working Capital Amount pursuant to all representations and warranties in Article IV the terms of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable theretoand the Company Accounting Methodology. Except to Without limiting the extent that the context otherwise explicitly requiresforegoing, the disclosure of any item or matter information set forth in the DSKX Seller Disclosure Schedule Schedule, and the dollar thresholds set forth in this Agreement, shall not be used as a basis for interpreting the terms “material”, “Company Material Adverse Effect” or other similar terms in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinthis Agreement.

Disclosure Schedules. The Radiancy Attached hereto is the disclosure schedule (the “Disclosure Schedule constitutes a part Schedule”), setting forth, among other things, qualifications to certain representations and warranties of this Agreement the Equityholders and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure the Company made in this Agreement. Except to the DSKX extent expressly provided otherwise in this Agreement, the disclosures in the Disclosure Schedule shall be organized by reference relate only to the Section representations and warranties in the section or sub-section of this Agreement to which it applieseach schedule expressly refers to and no other representation or warranty; provided, however, that disclosures in any information disclosed under any section or sub-section of the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations disclosed and warranties incorporated in Article III any other section or subsection of this Agreement with respect to which such disclosure reasonably relates if the Disclosure Schedule where it is readily apparent on the face of such disclosure (without reference to the underlying documentation and without the need for investigation or inquiry by the Buyer or Newco) that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to such other section or sub-section. Inclusion of any representation specific item in the Disclosure Schedule is not intended to imply that the items so included are or warranty set forth hereinare not material or within or outside the Ordinary Course of Business. The DSKX information contained in the Disclosure Schedule constitutes a part is disclosed solely for the purposes of this Agreement Agreement, and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made no information contained in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect an admission by any party hereto to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure any Third Party of any item matter whatsoever, including, an admission of any violation of any Law or matter breach of any agreement. Nothing in the DSKX Disclosure Schedule shall not in and is intended to amplify or broaden the scope of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereincontained in this Agreement or create any covenant on the part of the Buyer unless clearly specified to the contrary therein. The headings in the Disclosure Schedule are for convenience of reference only and shall not affect the disclosures contained therein. [Signature pages follow.]

Disclosure Schedules. All capitalized terms not defined in the Disclosure Schedules shall have the meanings assigned to them in this Agreement. The Radiancy Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement Schedules shall, for all purposes as if fully set forth hereinin this Agreement, be arranged in numbered and lettered parts and subparts corresponding to the numbered and lettered sections and subsections contained in this Agreement. Each disclosure made item disclosed in the DSKX Disclosure Schedule Schedules shall be organized by reference constitute an exception to or, as applicable, disclosure for the Section of this Agreement purposes of, the representations and warranties (or covenants, as applicable) to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement makes express reference and shall also be deemed to be disclosures made with respect disclosed or set forth for the purposes of every other part in the Disclosure Schedules relating to all the representations and warranties (or covenants, as applicable) set forth in Article III of this Agreement with respect to which the extent a cross-reference within the Disclosure Schedules is expressly made to such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except other part in the Disclosure Schedules, as well as to the extent that the context otherwise explicitly requiresrelevance of such item as an exception to or, as applicable, disclosure for purposes of, such other section of this Agreement is reasonably apparent from the disclosure face of such disclosure. The listing of any item matter on the Disclosure Schedules shall not be deemed to constitute an admission by Seller, or to otherwise imply, that any such matter is material, is required to be disclosed by Seller under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Disclosure Schedules relating to any possible breach or violation by Seller of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of any matter in the Radiancy Disclosure Schedule shall not in and of itself Schedules be taken as an indication deemed or interpreted to expand the scope of the materiality thereof representations, warranties, covenants or the level of materiality that is applicable to any representation or warranty agreements set forth herein. The DSKX Disclosure Schedule constitutes a part of in this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinAgreement.

Disclosure Schedules. The Radiancy Except with respect to any Disclosed Additional Matter, which is governed by Section 6.7, the disclosure of any matter in any section or subsection of the Disclosure Schedule constitutes Schedules shall be deemed to be a part of this Agreement and is incorporated into this Agreement disclosure under the Disclosure Schedules for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall such matter could reasonably be deemed expected to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable theretopertinent. Except to the extent that the context otherwise explicitly requires, the disclosure The mere inclusion of any item in any section or matter in subsection of any of the Radiancy Disclosure Schedule shall not in and of itself be taken Schedules, as an indication of the materiality thereof or the level of materiality that is applicable exception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Parties, as applicable, or to otherwise imply, that any 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 lettered sections and subsections of this Agreement. Matters disclosed in any section or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth herein. The DSKX Disclosure Schedule constitutes for informational purposes only and do not necessarily include other matters of a part similar nature 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 and is incorporated into this Agreement for all purposes as if fully or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth herein. Each 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 made is relevant or appropriate, and any information set forth in the DSKX Disclosure Schedule shall be organized by reference to the Section one section or subsection of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement such disclosure schedule shall be deemed to apply to each other section or subsection thereof or hereof to which its relevance could reasonably be disclosures made with respect 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 representations purposes set forth in this Section 12.16 and warranties in Article IV the remainder of this Agreement with respect to which Agreement, all terms and conditions of, and schedules and annexes to, such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except Contract or other document to the extent that made available, prior to the context otherwise explicitly requiresdate of this Agreement, to the disclosure Buyer and its representatives or the Seller and its representatives, as applicable. Headings inserted in the sections or subsections of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the level express terms of materiality that is applicable to any representation the Sections or warranty subsections as set forth hereinin this Agreement.

Disclosure Schedules. The Radiancy inclusion of any item in a section of the Seller Disclosure Schedule constitutes or Purchaser Disclosure Schedule (collectively, the “Disclosure Schedules”) (i) does not represent a part determination by the disclosing Party that such item is “material” or could have a Material Adverse Effect and (ii) shall not constitute an admission by the disclosing Party that such disclosure is required to be made pursuant to any of the representations and warranties contained in this Agreement. When any matter is disclosed in any place in the Disclosure Schedules, such matter shall be deemed to have been disclosed with respect to any other sections of such Disclosure Schedule so long as its relevance to such other sections is reasonably apparent from the face of such disclosure. The Disclosure Schedules are qualified in their entirety by reference to the provisions of this Agreement. Matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. To the extent any such additional matters are included, they are included for informational purposes and do not necessarily include other matters of a similar nature. The Disclosure Schedules shall not be construed as, are not intended to constitute, and shall not be construed as constituting, representations or warranties of the disclosing Party except to the extent provided in this Agreement, nor shall the Disclosure Schedules be construed as expanding the scope of any of the representations or warranties of any Party except as expressly contemplated therein. The information contained the Disclosure Schedules was not prepared or disclosed with a view that it would be disclosed to any Person that is not a Party and the disclosing Party does not assume any responsibility to any such Person that is not a Party for any inaccuracies contained in the Disclosure Schedules or otherwise. The information contained in the Disclosure Schedules is disclosed in confidence solely for the purposes contemplated in this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference subject to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinConfidentiality Agreement.

Disclosure Schedules. The Radiancy Disclosure Schedule constitutes a part 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 is incorporated into this Agreement for all purposes as if fully set forth hereinwarranty in Article II that references a schedule. Each disclosure made such separate schedule shall have a heading expressly referencing the section number and representation and warranty to which it relates. All section headings in the DSKX Disclosure Schedule shall be organized by reference Schedules correspond to the Section 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 to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if where it is readily reasonably apparent on the face of the disclosure that such disclosure would be applicable theretoinformation qualifies under another provision of the Disclosure Schedules or the Agreement. Except to the extent that Unless the context otherwise explicitly 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 disclosed pursuant to this Agreement. No reference to or disclosure of any item or other matter in the Radiancy Disclosure Schedule 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 be an admission or acknowledgment by Seller that in and of itself be taken as an indication itself, such information is material to or outside the ordinary course of the materiality thereof business or is required to be disclosed on the level of materiality that is applicable to any representation or warranty set forth hereinDisclosure Schedules. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each No disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement Schedules shall be deemed to be disclosures made with respect to all representations and warranties create any rights in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinthird party.

Disclosure Schedules. The Radiancy information set forth in each section or subsection of the Disclosure Schedule constitutes a part Schedules shall be deemed to provide the information contemplated by, or otherwise qualify, the representations and warranties of any of the Seller Parties set forth in the corresponding section or subsection of this Agreement and any other section or subsection of Article IV or Article V, but only to the extent that it is incorporated into this Agreement for all purposes readily apparent on the face of the disclosure without any independent knowledge of the reader that it applies to such other section or subsection, as if fully set forth hereinapplicable. Each disclosure made All section headings in the DSKX Disclosure Schedule shall be organized by reference Schedules correspond to the Section sections or subsections of this Agreement, but information provided in any section or subsection of the Disclosure Schedules shall constitute disclosure for purposes of each other section or subsection of this Agreement where such information is readily apparent on the face of the disclosure without any independent knowledge of the reader that it applies to which it applies; providedsuch other section or subsection, that disclosures as applicable. Unless the context otherwise requires, all capitalized terms used in the PHMD Disclosure Schedule with respect Schedules shall have the respective meanings assigned to a particular representation 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 disclosed pursuant to this Agreement. No disclosure in the Disclosure Schedules relating to any possible breach or warranty 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 Article III the Disclosure Schedules shall not be deemed to be an admission or acknowledgment by any Seller that, in and of this Agreement itself, such information is material to or outside the ordinary course of the business or is required to be disclosed on the Disclosure Schedules. No disclosure in the Disclosure Schedules shall be deemed to be disclosures made with respect to all representations and warranties create any rights in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable theretoany third party. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the Radiancy The Disclosure Schedule Schedules shall not be deemed to expand in and any way the scope or effect of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made warranties in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinAgreement.

Disclosure Schedules. The Radiancy Disclosures on the Buyer’s Disclosure Schedule constitutes or the Seller’s Disclosure Schedule (each, a part “Disclosure Schedule”) shall be arranged in sections 106 corresponding to the numbered and lettered sections of this Agreement Agreement, and is incorporated into this Agreement for all purposes as if fully any disclosure set forth herein. Each disclosure made in the DSKX on any section of a Disclosure Schedule shall be organized deemed to be disclosed by reference to the Section party hereto delivering such Disclosure Schedule for the purposes of all sections of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III such section relates and all other sections of this Agreement to the extent it is reasonably apparent or the face of such disclosure that such disclosure also qualifies or applies to such other sections of this Agreement. The headings contained in a Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in such Disclosure Schedule or this Agreement. The inclusion of any information in any section of a Disclosure Schedule shall not be deemed to be disclosures made with respect an admission or acknowledgment by the party hereto delivering such Disclosure Schedule or otherwise imply that such information is required to all representations and warranties be listed in Article III any section of such Disclosure Schedule or that any such matter rises to a Buyer Material Adverse Effect or Company Material Adverse Effect, as applicable, or is material to or outside the Ordinary Course of Business. Matters reflected in a Disclosure Schedule are not necessarily limited to matters required by this Agreement with respect to which be reflected in such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable theretoDisclosure Schedule. Except Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in a Disclosure Schedule to the extent that enforceability of agreements with third parties, the context otherwise explicitly requiresexistence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks between the Buyer, on the one hand, and the Seller Parties, on the other hand, and were not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any party to this Agreement by any Person who is not a party to this Agreement, or give rise to any claim or benefit to any Person who is not a party to this Agreement. The disclosure in a Disclosure Schedule of any allegation, threat, notice or other communication shall not be deemed to include disclosure of the truth of the matter communicated. In addition, the disclosure of any item or matter in the Radiancy a Disclosure Schedule shall is not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV an admission that such matter actually constitutes noncompliance with, or a violation of this Agreement with respect applicable Law, any Governmental Order or Governmental Authorization or Contract or other topic to which such disclosure reasonably relates if it is readily apparent that applicable. In no event shall the disclosure of matters disclosed in a Disclosure Schedule be deemed or interpreted to constitute or broaden a representation, warranty, obligation, covenant, condition or agreement of the party hereto delivering such disclosure would be applicable thereto. Except Disclosure Schedule except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter provided in the DSKX this Agreement. No reference in a Disclosure Schedule shall not in and of by itself be taken construed as an admission or indication that a Contract or other document is enforceable or in effect as of the materiality thereof date hereof except to the extent provided in this Agreement. Where a Contract or other document is referenced, summarized or described in a Disclosure Schedule, such reference, summary or description does not purport to be a complete statement of the level terms or conditions of materiality that such Contract or other document and such reference, summary or description is applicable to any representation qualified in its entirety by the specific terms and conditions of such Contract or warranty set forth hereinother document.

Disclosure Schedules. The Radiancy INTRODUCTION Reference is made to the Asset Purchase Agreement (the "Agreement") dated as of December 28, 2001 among NHP Retirement Housing Partners I Limited Partnership, a Delaware limited partnership ("NHP"), Amherst Limited Partnership, a New York limited partnership ("Nominee", together with NHP, "Seller"), and BRE/AMBERLEIGH Inc. ("Purchaser"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Agreement. This Disclosure Schedule constitutes is qualified in its entirety by reference to specific provisions of the Agreement, and is not intended to constitute, and shall not be construed as constituting, representations or warranties of Seller except as and to the extent provided in the Agreement. Inclusion of information herein shall not be construed as an admission that such information is material to the operations or financial condition of the Business or required to be disclosed by the Agreement. Matters reflected in this Disclosure Schedule and the SEC Reports constituting a part thereof are not necessarily limited to matters required by the Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for information purposes and do not necessarily include other matters of this Agreement and similar nature. Any matter disclosed in one provision, subprovision, section or subsection hereof is incorporated into this Agreement deemed disclosed for all purposes as if fully set forth herein. Each disclosure made in the DSKX of this Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requiresAgreement requires such disclosure under such provision, subprovision, section or subsection or under any other provision, subprovision, section or subsection. Headings have been inserted on the disclosure sections of any item the Disclosure Schedule for convenience of reference only and shall to no extent have the effect of amending or matter changing the express description of the Sections as set forth in the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinAgreement. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall Schedules are not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinincluded.

Disclosure Schedules. The Radiancy All capitalized terms not defined in the Company Disclosure Schedule constitutes a part of or the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) shall have the meanings ascribed to them in this Agreement and is incorporated into this Agreement for all purposes as if fully Agreement. Notwithstanding anything to the contrary set forth herein. Each disclosure , the representations and warranties of each party hereto in this Agreement are made and given, and the covenants are agreed to, subject to the disclosures and exceptions set forth in the DSKX applicable Disclosure Schedule. The Disclosure Schedules are arranged for purposes of convenience in separately titled sections corresponding to the Sections of this Agreement, and the section numbers contained therein correspond to the numbered Sections in this Agreement; provided that any information disclosed in a Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made disclosed and incorporated with respect to all representations and warranties in Article III Sections of this Agreement with respect to which where the relevance of such disclosure to such Sections is reasonably relates if it is readily apparent that on the face of such disclosure would be applicable theretodisclosure. Except to the extent that the context otherwise explicitly requires, the disclosure The listing of any item or matter in the Radiancy a Disclosure Schedule shall expressly not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to constitute an admission by the disclosing party, or to otherwise imply, that any such matter is material, is required to be disclosures made with respect to all representations and warranties in Article IV of disclosed under this Agreement with respect or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Disclosure Schedules relating to which any possible breach or violation of any Contract or legal requirement shall be construed as an admission or indication that any such disclosure reasonably relates if it is readily apparent that such disclosure would breach or violation exists or has actually occurred. In no event shall the listing of any matter in a Disclosure Schedule be applicable theretodeemed or interpreted to expand the scope of the disclosing party’s representations, warranties or covenants set forth in this Agreement. Except All attachments to the extent that Disclosure Schedules are incorporated by reference into the context otherwise explicitly requires, the disclosure of any item or matter applicable Disclosure Schedule. The information contained in the DSKX Disclosure Schedule shall not Schedules is in and of itself be taken as an indication of all events subject to the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinConfidentiality Agreement.

Disclosure Schedules. The Radiancy Disclosure Schedule constitutes a part Schedules have been arranged, for purposes of this Agreement convenience only, as separate Schedules corresponding to the subsections of Article 3 and is incorporated into this Agreement for all purposes as if fully Article 4. The representations and warranties contained in Article 3 and Article 4 are subject to (a) the exceptions and disclosures set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized corresponding to the particular subsection of Article 3 and Article 4 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 Section 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 that such exception or disclosure is intended to qualify such representation and warranty. No reference to or disclosure of any item or other matter in the Disclosure Schedules shall be construed as an admission or indication that such item or other matter is material (nor shall it establish a standard of materiality for any purpose whatsoever) or that such item or other matter is required to be referred to or disclosed in the Disclosure Schedules. The information set forth in the Disclosure Schedules is disclosed solely for the purposes of this Agreement to which it applies; providedAgreement, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement and no information set forth therein shall be deemed to be disclosures made with respect an admission by any party hereto to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure any third party of any item matter whatsoever, including of any violation of Law or matter breach of any agreement. The Disclosure Schedules and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the Company contained in this Agreement. Nothing in the Radiancy Disclosure Schedule shall not in and Schedules is intended to broaden the scope of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty contained in this Agreement or create any covenant. Matters reflected in the Disclosure Schedules are not necessarily limited to matters required by the Agreement to be reflected in the Disclosure Schedules. Such additional matters are set forth herein. The DSKX Disclosure Schedule constitutes for informational purposes and do not necessarily include other matters of a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinsimilar nature.

Disclosure Schedules. The Radiancy Disclosure Schedule constitutes a Schedules shall be arranged in separate parts corresponding to the numbered and lettered Sections and subsections contained in this Agreement, and the 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 is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made those in the DSKX Disclosure Schedule shall be organized by reference to Schedules, the Section statements in the body of this Agreement to which it applies; provided, that disclosures shall control. The information contained in this Agreement and the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III Schedules attached hereto is disclosed solely for purposes of this Agreement Agreement, and no information contained herein or therein shall be deemed to be disclosures made with respect an admission by any Party to all representations and warranties in Article III any third party of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable theretoany matter whatsoever (including any violation of Law or breach of contract). Except Notwithstanding anything to the extent that contrary contained in the context otherwise explicitly requiresDisclosure Schedules or in this Agreement, the disclosure of information and disclosures contained in any item or matter in the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication section of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement Schedules shall be deemed to be disclosures made with respect 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 reasonably apparent on its face. The fact that any item of information is disclosed in any section of the Disclosure Schedules shall not be construed to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent mean that such disclosure would information is required to be applicable theretodisclosed by this Agreement. Except to Such information and the extent that dollar thresholds set forth herein shall not be used as a basis for interpreting the context otherwise explicitly requires, the disclosure of any item terms “material” or matter “Material Adverse Effect” or other similar terms in this Agreement. Any capitalized term used in the DSKX Disclosure Schedule shall Schedules and not otherwise defined therein has the meaning given to such term in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinthis Agreement.

Disclosure Schedules. The Radiancy Except with respect to any Supplemental Disclosure, which is governed by Section 7.5, the disclosure of any matter in any section or subsection of the Borealis Disclosure Schedule, the 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 constitutes or the Buyer Disclosure Schedule (collectively, the “Disclosure Schedules”), as applicable, shall be deemed to be a part of this Agreement and is incorporated into this Agreement disclosure under the respective Person’s Disclosure Schedule for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall such matter could reasonably be deemed expected to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable theretopertinent. Except to the extent that the context otherwise explicitly requires, the disclosure The mere inclusion of any item in any section or matter in subsection of any of the Radiancy Disclosure Schedule shall not in and of itself be taken Schedules, as an indication of the materiality thereof or the level of materiality that is applicable exception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Sellers, Buyer, U.S. General Partner, or any of the Companies, as applicable, or to otherwise imply, that any 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 lettered sections and subsections of this Agreement. Matters disclosed in any section or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth herein. The DSKX Disclosure Schedule constitutes for informational purposes only and do not necessarily include other matters of a part similar nature 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 and is incorporated into this Agreement for all purposes as if fully or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth hereinin 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. Each disclosure made in the DSKX Disclosure Schedule shall be organized by The reference to any Contract or other documents or materials in any section or subsection of any of the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement Schedules shall be deemed to be disclosures made with respect to incorporate by reference, for all representations purposes set forth in this Section 11.10 and warranties in Article IV the remainder of this Agreement with respect to which Agreement, all terms and conditions of, and schedules and annexes to, such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except Contract or other document to the extent that made available, prior to the context otherwise explicitly requiresdate of this Agreement, to Buyer and its Representatives or each of the disclosure Sellers and their respective Representatives, as applicable. Headings inserted in the sections or subsections of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the level express terms of materiality that is applicable to any representation the sections or warranty subsections as set forth hereinin this Agreement.

Disclosure Schedules. The Radiancy Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX FEI Disclosure Schedule shall be organized by reference arranged in separate parts corresponding to the numbered and lettered Sections contained in Article III. Any matter or item disclosed pursuant to any Section of this Agreement to which it applies; provided, that disclosures in the PHMD FEI Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made disclosed only for purposes of disclosure under that Section; provided, that any matter or item disclosed in one Section of the FEI Disclosure Schedule will be deemed disclosed with respect to all representations and warranties another Section of the FEI Disclosure Schedule if such disclosure is made in Article III of this Agreement such a way as to make its relevance with respect to which such disclosure other Section reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinapparent. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Veeco Disclosure Schedule shall be organized by reference 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 this Agreement to which it applies; provided, that disclosures in the DSKX Veeco Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made disclosed only for purposes of disclosure under that Section; provided, that any matter or item disclosed in one Section of the Veeco Disclosure Schedule will be deemed disclosed with respect to all representations and warranties another Section of the Veeco Disclosure Schedule if such disclosure is made in Article IV of this Agreement such a way as to make its relevance with respect to which such disclosure other Section reasonably relates if it is readily apparent that such disclosure would be applicable theretoapparent. Except to the extent that the context otherwise explicitly requires, the disclosure The inclusion of any item or matter information in the DSKX FEI Disclosure Schedule or Veeco Disclosure Schedule shall not be deemed to be an admission or acknowledgment, in and of itself itself, that such information is required by the terms hereof to be taken as an indication disclosed, is material, has or would have a Material Adverse Effect, or is outside the ordinary course of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinbusiness.

Disclosure Schedules. The Radiancy Except with respect to any Supplemental Disclosure, which is governed by Section 7.5, the disclosure of any matter in any section or subsection of the Seller Disclosure Schedule, the SE Capital Funding Disclosure Schedule constitutes or the Buyer Disclosure Schedule (collectively, the “Disclosure Schedules”), as applicable, shall be deemed to be a part of this Agreement and is incorporated into this Agreement disclosure under the respective Person’s Disclosure Schedule for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall such matter could reasonably be deemed expected to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable theretopertinent. Except to the extent that the context otherwise explicitly requires, the disclosure The mere inclusion of any item in any section or matter in subsection of any of the Radiancy Disclosure Schedule shall not in and of itself be taken Schedules, as an indication of the materiality thereof or the level of materiality that is applicable exception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Parties, as applicable, or to otherwise imply, that any 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 lettered sections and subsections of this Agreement. Matters disclosed in any section or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth herein. The DSKX Disclosure Schedule constitutes for informational purposes only and do not necessarily include other matters of a part similar nature 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 and is incorporated into this Agreement for all purposes as if fully or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth hereinin 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. Each disclosure made in the DSKX Disclosure Schedule shall be organized by The reference to any Contract or other documents or materials in any section or subsection of any of the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement Schedules shall be deemed to be disclosures made with respect to incorporate by reference, for all representations purposes set forth in this Section 11.10 and warranties in Article IV the remainder of this Agreement with respect to which Agreement, all terms and conditions of, and schedules and annexes to, such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except Contract or other document to the extent that made available, prior to the context otherwise explicitly requiresdate of this Agreement, to Buyer and its Representatives or Seller and SE Capital Funding and their respective Representatives, as applicable. Headings inserted in the disclosure sections or subsections of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the level express terms of materiality that is applicable to any representation the sections or warranty subsections as set forth hereinin this Agreement.

Disclosure Schedules. The Radiancy Disclosure Schedule constitutes a part Schedules to this Agreement are intended only to qualify and 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 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 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 incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made reasonably apparent on the face of such disclosure; (iv) headings in the DSKX Disclosure Schedule shall be organized by Schedules have been inserted for reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall only and will not be deemed to be disclosures made with respect modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (v) no reference to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the or disclosure of any item or other matter in the Radiancy Disclosure Schedule shall not in and of itself Schedules will be taken 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 thereof or for the level purposes of materiality that is applicable this Agreement; (vi) no disclosure in the Disclosure Schedules relating to any representation possible breach or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part violation of this Agreement and is incorporated into this Agreement for all purposes any agreement, law or regulation shall be construed as if fully set forth herein. Each disclosure made an admission or indication that any such breach or violation exists or has actually occurred; (vii) the inclusion of any matter, information or item in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall Schedules will not be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure constitute an admission of any item liability to any third party; and (vii) summaries of or matter references to any written document in the DSKX Disclosure Schedule shall Schedules do not purport to be complete and are qualified in and of itself be taken as an indication of their entirety by the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinwritten documents themselves.

Disclosure Schedules. The Radiancy There may be included in the Seller Disclosure Schedule constitutes or the Purchaser Disclosure Schedule (collectively, the “Disclosure Schedules”) items and information, the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a part provision hereof or as an exception to one or more representations or warranties contained in Article III or Article IV or to one or more covenants contained in Article V. Inclusion of such items or information in the Disclosure Schedules shall not be deemed to be an acknowledgment or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or is reasonably likely to result in a Material Adverse Effect or to affect the interpretation of such term for purposes of this Agreement and is incorporated into Agreement. Matters reflected in the Disclosure Schedules are not necessarily limited to the matters required by this Agreement for all purposes to be disclosed in the Seller Disclosure Schedule or the Purchaser Disclosure Schedule, as if fully the case may be. The Disclosure Schedules set forth herein. Each items of disclosure made in the DSKX Disclosure Schedule shall be organized by with specific reference to the particular Section or subsection of this Agreement to which it appliesthe items or information in such Disclosure Schedule relates; provided, however, that disclosures any information set forth in one section or subsection pertaining to representations, warranties and covenants of the PHMD Seller Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement the Purchaser Disclosure Schedule, as the case may be, shall be deemed to be disclosures made with respect apply to all representations each other section or subsection thereof pertaining to representations, warranties and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except covenants to the extent that it is reasonably apparent on its face from a reading of such disclosure that it is relevant to such other sections or subsections of the context otherwise explicitly requires, the disclosure of any item or matter in the Radiancy Seller Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Purchaser Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes Schedule, as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereincase may be.

Disclosure Schedules. The Radiancy This document comprises the Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made Schedules referred to in the DSKX Disclosure Schedule Credit Agreement (the “Agreement”) dated as of August 1, 2005 by and among EH/Transeastern, LLC, a Delaware limited liability company and TE/TOUSA Senior, LLC, a Delaware limited liability company (collectively, the “Borrowers”), the Lenders from time to time party thereto and Deutsche Bank Trust Company Americas, as administrative agent for the Lenders. All capitalized terms used, but not otherwise defined herein, shall be organized by reference have the meaning ascribed to them in the Agreement. The representations and warranties of the Borrowers contained in Section 4 of the Agreement are made and given subject to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD these Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be Schedules. Any disclosures made with respect to all representations a section of Section 4 in these Disclosure Schedules shall be deemed to qualify (a) the corresponding section of Section 4 of the Agreement and warranties in Article III (b) other sections of this Section 4 of the Agreement with respect to which such disclosure reasonably relates if the extent it is readily apparent clear (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure would be applicable thereto(i) applies to such other sections and (ii) contains sufficient detail to enable a reasonable person to recognize the relevance of such disclosure to such other sections. Except Certain matters set forth in these Disclosure Schedules are included solely for informational purposes for the convenience of the parties to the extent that the context otherwise explicitly requires, the disclosure Agreement. The inclusion of any item or matter information in the Radiancy these Disclosure Schedule Schedules shall not be deemed to be an admission or acknowledgement, in and of itself be taken as an indication itself, that such information (i) is required by the terms of the materiality thereof Agreement to be disclosed, (ii) is material to the applicable Borrower, (iii) has had or would reasonably be expected to have material adverse effect or (iv) is outside the level ordinary course of materiality that is applicable to any representation or warranty set forth hereinbusiness of the Borrowers. The DSKX These Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made Schedules are qualified in the DSKX Disclosure Schedule shall be organized their entirety by reference to the Section specific provisions of this the Agreement and are not intended to which it applies; providedconstitute, that disclosures in the DSKX Disclosure Schedule with respect to a particular and shall not be construed as constituting any additional representation or warranty in Article IV or covenant of this Agreement shall be deemed to be disclosures made with respect to all representations the Borrowers, except as and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item expressly provided in these Disclosure Schedules or matter in the DSKX Disclosure Schedule shall not in Agreement. SCHEDULE 4.1 MATERIAL OBLIGATIONS AND LIABILITIES None. SCHEDULE 4.6 MATERIAL LITIGATION None. SCHEDULE 4.7 TAXES None. SCHEDULE 4.9 SUBSIDIARY ENTITIES None. SCHEDULE 4.11 ERISA COMPLIANCE None. SCHEDULE 4.14 REQUIRED CONSENTS None. SCHEDULE 4.15 HAZARDOUS MATERIALS PROJECT TYPE OF REPORT REPORT PREPARED BY DATE OF REPORT Olympia Pointe • Phase I Environmental Assessment • Ardaman & Associates, Inc. • June 18, 2004 and June 14, 2005 • Phase I & Limited Phase II • Ardaman & Associates, Inc. • October 22, 2003 • Subsurface Soil Exploration • Ardaman & Associates, Inc. • October 6, 2003 Laguna Lakes • Phase I Environmental Assessment • Ardaman & Associates, Inc. • March 9, 2001 and June 10, 2005 • Phase II Environmental Assessment • Ardamon & Associates, Inc. • March 29, 2001 • Subsurface Soil Exploration • Ardaman & Associates, Inc. • March 26, 2001 Coral Lakes • Phase I Environmental Assessment • Ardaman & Associates, Inc. • May 27, 2003 and June 8, 2005 Cypress Landing • Phase I Environmental Assessment • Ardaman & Associates, Inc. • August 12, 2002 and June 13, 2005 • Subsurface Soil Exploration • Ardaman & Associates, Inc. • July 29, 2000 Xxxxx Xxxx • Environmental Site Assessment — Phase I and Update • US South Engineering & Testing Lab, Inc. • April 18, 2003 and Jun 20, 2005 • Report of itself be taken as an indication Subsurface Investigation and Recommendations Foundation Recommendation • US South Engineering & Testing Lab, Inc. • April 18, 2003 Note: Property is located within secondary zone of the materiality thereof or Eagle Protection Zone PROJECT TYPE OF REPORT REPORT PREPARED BY DATE OF REPORT Bayshore • Phase I Environmental Assessment Report • Ardaman & Associates, Inc. • August 3, 2004 and June 9, 2005 • Environmental Due Diligence Report • Calusa Coast Ecologist, Inc. • August 18, 2004 • Surface Soil Exploration • Ardaman & Associates, Inc. • August 26, 2000 Xxx Xxxxx • Phase I Environmental Assessment and Update • Universal Engineers • September 17, 2003 and July 15, 2005 • Eagle Study • Bxxxxx Environmental Consultants, Inc. • • May 2004 April 15, 2004 • Protected Species Survey • US Department of the level Interior • April 30, 2003 • Geotechnical Exploration Phase 1 & 2 • Allied Engineering & Testing, Inc. • December 18, 2003 • Test Pit Report • Cultural Resource Assessment • Allied Engineering & Testing, Inc. • November 2003 • Archeological Consultants, Inc. Dxxxxxx Landing • Phase I Environmental Assessment and Update • Universal Engineering Sciences • April 2002 and June 1, 2005 • Subsurface Soil Exploration • Ardaman & Associates, Inc. • May 13, 2002 • Report of materiality that is applicable Geotechnical Exploration • Nordarse Associates, Inc. • November 4, 2002 Independence • Phase I Environmental Assessment • Ardaman & Associates, Inc. • May 16, 2002 and April 14, 2005 Independence (I) Independence (I) • Phase I Environmental Assessment • Ardaman & Associates, Inc. • Mxxxx 00, 0000 Xxxxxxxxxxxx (XXX) • Phase I Cultural Resource Survey of the Signature Lakes P.D. • Southeast Archeological Research, Inc. • June 2003 PROJECT TYPE OF REPORT REPORT PREPARED BY DATE OF REPORT Westyn Bay • Phase I Environmental Assessment provided by West Gxxxxx Ventures, LLLP • Universal Engineering Sciences • August 2003 and June 5, 2005 • Phase II Environmental Assessment provided by West Gxxxxx Ventures, LLLP • • • Universal Engineering Sciences Ardaman & Associates, Inc. Universal Engineering Sciences • • • August 1999 January 24, 2003 August 17, 2001 • Subsurface Soil Exploration • Universal Engineering Sciences • Geotechnical Exploration Report • Geotechnical Exploration Report • September 30, 2003 Metro West • Phase I Environmental Assessment and Update • Nxxxxxx & Associates, Inc. • October 23, 2003 and June 21, 2005 • Report of Subsurface Exploration & Geotechnical Engineering Evaluation • Nxxxxxx & Associates, Inc. • June 22, 2004 • Environmental Assessment • Mxxxxx Sxxxxx Cxxxxx Xxxxx • September 9, 2003 Mxxx Park • Phase I Environmental Assessment and Update • Nxxxxxx & Associates, Inc. • May 9, 2003 and June 23, 2005 • Subsurface Exploration and Geotechnical Engineering Evaluation Cornerstone at Lake Hxxx — Parcel B • Nxxxxxx & Associates, Inc. • • November 12, 2003 July 2, 2004 • Design Phase Subsurface Exploration and Geotechnical Engineering Evaluation/Lake Hxxx X.X. — Lot 10 • Nxxxxxx Associates, Inc. • May 9, 2003 • Cursory Environmental Assessment • Mxxxxx Sxxxxx Cxxxxx Xxxxx PROJECT TYPE OF REPORT REPORT PREPARED BY DATE OF REPORT Young Pines • Phase I Environmental Assessment and Update • Nordarse Associates, Inc. • August 27, 2003 and June 23, 2005 • Geotechnical Engineering Evaluation Parcel 3 • Nordarse Associates, Inc. • May 21, 2004 • Geotechnical Engineering Evaluation Parcel 2 • Nordarse Associates, Inc. • April 27, 2004 • Report of Preliminary Geotechnical Exploration • Nordarse Associates, Inc. • September 12, 2003 • Environmental Assessment • Mxxxxx Sxxxxx Cxxxxx Xxxxx • December 31, 2003 Legacy Park • Phase I Environmental Assessment • Universal Engineering Sciences • January 23, 2003 and June 1, 2005 • Phase I Environmental Assessment provided by Legacy Park Ventures, LLLP • Universal Engineering Sciences • May 9, 2001 • Phase II Environmental Assessment • Universal Engineering Sciences • January 24, 2003 • Geotechnical Exploration Report • Universal Engineering Sciences • August 26, 2002 Bxxxxxx • Phase I and Phase II Environmental Assessment and Update • Universal Engineering Sciences • August 2004 and June 20, 2005 • Cultural Resource Survey and Assessment • SouthArc, Inc. • December 8, 2004 • Bald Eagle Nest Memo • Mxxxxx Sxxxxx Cxxxxx Xxxxx • May 26, 2000 Xxxxx Xxx Golf & Tennis • Report of the Geotechnical Investigation • Dxxxxxxx Engineering Services Incorporated • October 22, 2004 PROJECT TYPE OF REPORT REPORT PREPARED BY DATE OF REPORT Live Oak II • Report of the Roadway Classification & Pond Boring • Dxxxxxxx Engineering Services Incorporated • March 6, 2003 • Environmental Site Assessment and Update • HSA Engineers • November 2002 and June 28, 2005 • Transmittal of Test Pit Observation • Dxxxxxxx Engineering Services Incorporated • May 24, 2002 Grand Hampton • Phase I Environmental Assessment and Update • Land Assessment Services, Inc. • November 14, 2003 and June 16, 2005 Hxxxxx • Phase I Environmental Site Assessment • Ardaman & Associates, Inc. • October 22, 2004 • Phase II Environmental Site Assessment • Empire Environmental • January 5, 2005 • Report of the Preliminary Geotechnical Investigation • Dxxxxxxx Engineering Services Incorporated • September 8, 2004 Tradition • EDR Radius Map Report • Environ., Safety & Health, LC • July 16, 2003 • Phase I Environmental Assessment • Synergetic Environ. Services, Inc. • April 30, 2002 • Phase I Environmental Assessment • Envirospec, Inc. • July 14, 2005 Versailles • Phase I Environmental Assessment • Arcadis Geraghley & Mxxxxx • November 6, 2000 • Preliminary Geotechnical Investigation • Allterra Engineering • March 26, 2001 • Source Removal Report • Arcadis Geraghley & Mxxxxx • December 14, 2000 • Phase I Environmental Assessment • Dxxxxxxxxxxx • June 22, 2000 Xxxxxxxx Xxxxx Phase I/II Environmental Site Assessment • Empire Environmental November 18, 1999 and July 13, 2005 PROJECT TYPE OF REPORT REPORT PREPARED BY DATE OF REPORT Wxxxxxxx Island • Limited — Scope Phase II Environmental Site Assessment • Exxxx Environmental and Geosciences • September 2003 • Limited Site Assessment Report • Exxxx Environmental and Geosciences May 2000 Xxxxx Xxxx / Dxxxx Road 2 • Phase I Environmental Assessment and Update • Access Environmental Associates, Inc. • July 24, 2003 and June 1, 2005 Development Issues Letter • Pxxxxxx Hxxxxxx • September 1, 2004 Cummer • Phase I Environmental Assessment and Update • United Consulting • January 28, 2004 and July 5, 2005 • Phase II Environmental Site Assessment • United Consulting • March 10, 2004 • Environmental Site Assessment • Environmental Resource Solutions, Inc. • July 23, 2004 • Preliminary Geotechnical Exploration • United Consulting • January 23, 2004 • Cummer Land Trust Due Diligence Property Report • Pxxxxxx Hxxxxxx • December 1, 2003 Kxxxxxx Town • Geotechnical Investigation submitted to any representation or warranty set forth herein.Beazer Homes, Inc. • Gxxxxx Associates, Inc. • November, 2003 September, 2002 Center/Kxxxxxx Pointe • Phase I Environmental Assessment • Gxxxxx Associates, Inc. • and July 1, 2005 PROJECT TYPE OF REPORT REPORT PREPARED BY DATE OF REPORT Kxxxxxx Commons/Vizcaya • Phase I Environmental Assessment • Nxxxxxx Environmental of Florida, Inc. • January, 2002 and June 1, 2005 • Phase II Environmental Site Assessment • Empire Environmental • July 10, 2003 • Follow-up Phase II • Empire Environmental • November 4, 2000 Xxxxxx Xxxxxx • Due Diligence Geotechnical Study • Dxxxxxxxxxxx Engineering and Testing, Inc. • March 2005 • Enhanced Phase I Environmental Site Assessment • Dxxxxxxxxxxx Engineering and Testing, Inc. • March 2005 Tampa 301 • Phase I Environmental Assessment and Update • Empire Environmental • August 6, 2004 and July 14, 2005 Lake Bxxxxx Sound • Transeastern did not order environmental reports for this project • N/A • N/A Weston Reserve • Transeastern did not order environmental reports for this project • N/A • N/A Westwood • Environmental Assessment • Bxxxxx Environmental Consultants, Inc. • July 3, 2002 • Geotechnical Recommendations • GFA International • February 17, 2004 • Phase I Environmental Assessment • Universal Engineering Sciences • August 2003 and July 8, 2005 • Cultural Resource Assessment Survey • Archeological Consultants, Inc. • March 2004 Westwood (town- homes) • Protected Species Survey • Bxxxxx Environmental Consultants, Inc. • November 17, 2003 • Subsurface Soil Exploration • Ardaman & Associates, Inc. • March 5, 2003 • Phase 1 Environmental Site Assessment • GFA International • Nov. 21, 2003 • Environmental Assessment • Bxxxxx Environmental Consultants, Inc. • November 12, 2003 and July 1, 2005

Disclosure Schedules. The Radiancy Except with respect to any Schedule Updates, which are governed by Section 6.6, the disclosure of any matter in any section or subsection of the HoldCo Disclosure Schedule constitutes or the MLP Disclosure Schedule (collectively, the “Disclosure Schedules”), as applicable, shall be deemed to be a part of this Agreement and is incorporated into this Agreement disclosure under the respective Disclosure Schedule for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall such matter could reasonably be deemed expected to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable theretopertinent. Except to the extent that the context otherwise explicitly requires, the The mere disclosure of any matter or item or matter in the Radiancy on a Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable exception to any representation or warranty or otherwise shall not be deemed to constitute an admission by any of the Parties, as applicable, or to otherwise imply, that any 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 contemplated hereby require the consent of any Third Party. The sections or subsections of each Disclosure Schedule are arranged in sections corresponding to the numbered and lettered sections and subsections of this Agreement. Matters disclosed in any section or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth herein. The DSKX Disclosure Schedule constitutes for informational purposes only and do not necessarily include other matters of a part similar nature 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 and is incorporated into this Agreement for all purposes as if fully or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth hereinin 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. Each disclosure made in the DSKX Disclosure Schedule shall be organized by The reference to any Contract or other documents or materials in any section or subsection of any of the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement Schedules shall be deemed to be disclosures made with respect to incorporate by reference, for all representations purposes set forth in this Section 11.6 and warranties in Article IV the remainder of this Agreement with respect to which Agreement, all terms and conditions of, and schedules and annexes to, such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except Contract or other document to the extent that made available, prior to the context otherwise explicitly requiresdate of this Agreement, to the disclosure Transferee and their Representatives or HoldCo and its Representatives, as applicable. Headings inserted in the sections or subsections of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the level express terms of materiality that is applicable to any representation the sections or warranty subsections as set forth hereinin this Agreement.

Disclosure Schedules. (a) The Radiancy Disclosure Schedule constitutes Schedules are a material part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth hereinin 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. Each disclosure made Parent hereby acknowledges and agrees that: (i) certain agreements and other matters may be listed in the DSKX Disclosure Schedule shall be organized by reference to Schedules for informational purposes only, as they do not rise above applicable materiality thresholds, they are not outside of the Section ordinary course of business or their disclosure is not otherwise required under the terms of this Agreement (items that are not required to which it appliesbe disclosed but are disclosed, the “Informational Disclosures”); provided, that (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 PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall Schedules have been inserted for reference only and will not be deemed to be disclosures made with respect modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement; (v) no reference to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the or disclosure of any item or other matter in the Radiancy Disclosure Schedule shall not in and of itself Schedules will be taken 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 thereof or for the level purposes of materiality that is applicable this Agreement; (vi) no disclosure in the Disclosure Schedules relating to any representation possible breach or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part violation of this Agreement and is incorporated into this Agreement for all purposes any agreement or Law shall be construed as if fully set forth herein. Each disclosure made an admission or indication that any such breach or violations exists or has actually occurred; (vii) the inclusion of any matter, information or item in the DSKX Disclosure Schedule shall Schedules will not be organized deemed to constitute an admission of any liability by reference Seller to any third party; and (viii) summaries of or references to any written document in the Section of this Agreement Disclosure Schedules do not purport to which it appliesbe complete and are qualified in their entirety by the written documents themselves; provided, that disclosures in the DSKX Disclosure Schedule Parent, Merger Sub and their representatives have been provided with respect reasonable access to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except documents at least three (3) Business Days prior to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinClosing Date.

Disclosure Schedules. The Radiancy All section headings in the Disclosure Schedule constitutes a part Schedules 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 and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the relevance of such information to such sections is reasonably apparent on its face. Each Disclosure Schedule to this Agreement shall be considered a part hereof as if set forth herein in full. No reference to or disclosure of any item or other matter in the Radiancy 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 (other than in those instances where this Agreement specifically states that such Section lists items referenced by this Agreement). With respect to any Person who is a party hereto, 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. Prior to the Closing Date, Seller shall deliver any (i) portions of the Seller Disclosure Schedule shall not in and of itself be taken which are incomplete as an indication of the materiality thereof or date of this Agreement solely due to Seller’s inability to access the level necessary information maintained at various Seller locations until after the time a public announcement of materiality that the transactions contemplated by this Agreement is applicable made and (ii) update, in writing to the Disclosure Schedules with respect to any representation matter arising after the date of this Agreement, which, if existing or warranty occurring at the date of this Agreement, would have been required to be set forth hereinor described in the Disclosure Schedules. The DSKX Purchaser acknowledges that Seller is unable to complete certain portions of the Seller Disclosure Schedule constitutes as of the date of this Agreement due to its inability to access the necessary information maintained at various Seller locations until after the time a part public announcement of the transactions contemplated by this Agreement is made. Unless such matters, in the aggregate, arising between 5:00 P.M. Eastern time on the date of this Agreement and is incorporated into this Agreement the Closing result in a Material Adverse Effect, all such written updates shall be deemed for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect agreed by the Parties and to all representations supplement and amend the Disclosure Schedules and the related representations, warranties and covenants in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinAgreement.

Disclosure Schedules. The Radiancy Each of the Non-Oak Sellers Disclosure Schedule, the Oak Disclosure Schedule constitutes a part and Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) has been arranged in sections corresponding to each representation and warranty set forth in Article III, Article IV and Article V, respectively. The disclosure in any section of the Non-Oak Sellers Disclosure Schedule shall qualify the corresponding section in this Agreement and such other sections of this Agreement and as may be reasonably apparent on its face from such disclosure that it is incorporated into this Agreement for all purposes as if fully set forth hereinapplicable to another section of the Disclosure Schedules or to the extent disclosure in any section of the Non-Oak Sellers Disclosure Schedule is specifically cross-referenced in another section of the Disclosure Schedules. Each The disclosure made in any section of the DSKX Oak Disclosure Schedule shall be organized by reference to qualify the Section corresponding section in this Agreement and such other sections of this Agreement as may be reasonably apparent on its face from such disclosure that it is applicable to which it applies; provided, that disclosures another section of the Disclosure Schedules or to the extent disclosure in any section of the PHMD Oak Disclosure Schedule with respect is specifically cross-referenced in another section of the Disclosure Schedules. The disclosure in any section of the Parent Disclosure Schedule shall qualify the corresponding section in this Agreement and such other sections of this Agreement as may be reasonably apparent on its face from such disclosure that it is applicable to a particular another section of the Disclosure Schedules or to the extent disclosure in any section of the Parent Disclosure Schedule is specifically cross-referenced in another section of the Disclosure Schedules. Neither the specification of any dollar amount in any representation or warranty contained in Article III this Agreement nor the inclusion of any specific item in any Schedule hereto 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, and no party shall 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 herein or included in any Schedule is or is not material for purposes of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III of Agreement. Unless this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to specifically provides otherwise, neither the extent that the context otherwise explicitly requires, the disclosure specification of any item or matter in the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of contained in this Agreement and nor the inclusion of any specific item in any Schedule hereto is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made intended to imply that such item or matter, or other items or matters, are or are not in the DSKX Disclosure Schedule ordinary course of business, and no party shall be organized by reference to use the Section fact of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation setting forth or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure inclusion of any such item or matter in any dispute or controversy between the DSKX Disclosure parties as to whether any obligation, item or matter not described herein or included in any Schedule shall is or is not in and the ordinary course of itself be taken as business for purposes of this Agreement. To the extent that there is any discrepancy between the description of an indication item or matter disclosed in any of the materiality thereof Disclosure Schedules and the corresponding Data Room Reference number on the Disclosure Schedules, the description of the item or the level of materiality that is applicable to any representation or warranty set forth hereinmatter shall control.

Disclosure Schedules. The Radiancy Disclosure A disclosure made by the Company or the Shareholders in any Section of this Agreement or any of the Schedules (or subparts thereof) that is reasonably apparent on the face of such disclosure that such disclosure contains information applicable to another Section of this Agreement or any other Schedule constitutes (or subparts thereof) in order to avoid a part misrepresentation thereunder shall be deemed, for all purposes of this Agreement, to have been made with respect to such other Sections of this Agreement and is incorporated into this Agreement for all purposes such other Schedules (or subparts thereof), notwithstanding any cross-references (which are included solely as if fully set forth hereina matter of convenience) or lack of a Schedule reference in any representation or warranty. Each disclosure made Information reflected in the DSKX Disclosure Schedule shall be organized Schedules is not necessarily limited to matters required by reference to the Section of this Agreement to which it applies; provided, that disclosures be reflected in the PHMD Schedules. Such additional information is set forth for informational purposes and does not necessarily include other matters of a similar nature. Disclosure Schedule with respect of such additional information shall not be deemed to a particular representation constitute an acknowledgment that such information is required to be disclosed and disclosure of such information shall not be deemed to enlarge or warranty enhance any of the representations or warranties in Article III this Agreement or otherwise alter in any way the terms of this Agreement Agreement. Inclusion of information in the Schedules shall not be construed as an admission that such information is material to the business, assets, liabilities, financial position, operations, or results of operations of the Company. The information set forth in the Disclosure Schedules is disclosed solely for the purposes of this 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 of any violation of Law or breach of any agreement. The Disclosure Schedules and the information and disclosures made with respect contained therein are intended to all (a) qualify or limit the representations and warranties of the parties contained in Article III of this Agreement or (b) to list items or to provide information required to be listed or so provided in connection with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable theretothe corresponding representations and warranties. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter Nothing in the Radiancy Disclosure Schedule shall not in and Schedules is intended to broaden the scope of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of contained in this Agreement and is incorporated into this Agreement for all purposes as if fully set forth hereinor create any covenant. Each No disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement Schedules shall be deemed to be disclosures made with respect to all representations and warranties create any rights in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable theretoany third party. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein.50

Disclosure Schedules. The Radiancy These Disclosure Schedule constitutes a part of this Agreement (“Disclosure Schedules”) is referred to in, and is incorporated into part of, the Securities Purchase Agreement (the “Agreement”), dated as of June __, 2019, is by and among Senmiao Technology Limited, a Nevada corporation with headquarters located at 10X, Xxxxxx Xxxxxx, Middle Jiannan Blvd., High-Tech Zxxx Xxxxxxx, Xxxxxxx, Xxxxx 000000 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). Unless the context otherwise requires, all capitalized terms used in this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall have the respective meanings assigned to them in the Agreement. The inclusion of any item in any section (“Section”) of these Disclosure Schedules shall not constitute evidence of the materiality of such item or evidence that such item is required to be organized by reference disclosed in the Disclosure Schedules. Matters disclosed pursuant to any Section shall be deemed to supplement the Section information set forth as a representation and warranty in the particular section of this the Agreement to which it applies; providedsuch Section relates, that disclosures in the PHMD Disclosure Schedule with respect to a particular and such representation or and warranty in Article III of this Agreement shall be deemed to be disclosures made with respect inclusive of all facts set forth in such Section. No disclosure in these Disclosure Schedules relating to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure any possible breach or violation of any item agreement, law or matter regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. These Disclosure Schedules and the information and disclosures contained in these Disclosure Schedules are intended only to qualify and limit the representations, warranties, and covenants of the Company contained in the Radiancy Disclosure Schedule Agreement and shall not be deemed to expand in and any way the scope or effect of itself be taken as an indication any of the materiality thereof such representations, warranties or the level of materiality that is applicable to any representation or warranty set forth hereincovenants. The DSKX contents of all documents referred to in these Disclosure Schedule constitutes a part of this Agreement and is Schedules are incorporated into this Agreement for all purposes by reference in these Disclosure Schedules as if though fully set forth hereinin these Disclosure Schedules. Each disclosure made The underlined headings contained in these Disclosure Schedules are included for convenience only, and are not intended to limit the DSKX effect of the disclosures contained in these Disclosure Schedule shall be organized by reference Schedules or to expand the Section scope of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed information required to be disclosures made with respect to all representations disclosed in these Disclosure Schedules. Schedule 3(a) Organization and warranties in Article IV Qualification Schedule 3(l) Absence of this Certain Changes Schedule 3(q) Transactions With Affiliates Schedule 3(r)(iii) Valid Issuance; Available Shares; Affiliates Schedule 3(t) Litigation Schedule 3(u) Insurance Schedule 3(x) Intellectual Property Rights Schedule 3(bb) Internal Accounting and Disclosure Controls Schedule 3(nn) Management None. Schedule 4(g) Use of Proceeds Schedule 7(q) Lock-Up Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein.Parties SCHEDULE OF BUYERS

Disclosure Schedules. The Radiancy disclosure of any matter in any section or subsection of the Seller Disclosure Schedule constitutes or the Buyer Disclosure Schedule (collectively, the “Disclosure Schedules”), as applicable, shall be deemed to be a part of this Agreement and is incorporated into this Agreement disclosure for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall such matter could reasonably be deemed expected to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable theretopertinent. Except to the extent that the context otherwise explicitly requires, the disclosure The mere inclusion of any item in any section or matter in subsection of any of the Radiancy Disclosure Schedule shall not in and of itself be taken Schedules, as an indication of the materiality thereof or the level of materiality that is applicable exception to any representation or warranty or otherwise, shall not be deemed to constitute an admission by either of Seller or Buyer, as applicable, or to otherwise imply, that any 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 lettered sections and subsections of this Agreement. Matters disclosed in any section or subsection of any of the Disclosure Schedules are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth herein. The DSKX Disclosure Schedule constitutes for informational purposes only and do not necessarily include other matters of a part similar nature 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 and is incorporated into this Agreement for all purposes as if fully or the scope of the disclosure obligations hereunder. To the extent cross-references are set forth hereinin 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. Each disclosure made 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 DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement Schedules shall be deemed to be disclosures made with respect to incorporate by reference, for all representations purposes set forth in this Section 9.11 and warranties in Article IV the remainder of this Agreement with respect 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 which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except Buyer and its Representatives or Seller and its respective Representatives, as applicable, prior to the extent that date of this Agreement. Headings inserted in the context otherwise explicitly requires, the disclosure sections or subsections of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof Disclosure Schedules are for convenience of reference only and shall to no extent have the effect of amending or changing the level express terms of materiality that is applicable to any representation the sections or warranty subsections as set forth hereinin this Agreement.

Disclosure Schedules. The Radiancy schedules referred to herein and delivered pursuant to and attached to this Agreement (collectively, “Disclosure Schedules”) are integral parts of this Agreement. Capitalized terms that are used in the Disclosure Schedules but not otherwise defined therein have the meanings set forth in this Agreement. Nothing in a Disclosure Schedule constitutes shall be deemed adequate to disclose an exception to a representation or warranty made herein, unless the Disclosure Schedule identifies the exception with reasonable particularity, including by explicit cross-reference to another Disclosure Schedule to this Agreement unless the applicability of such exception to another section of the Disclosure Schedules is reasonably apparent on its face. Appendices attached to the Disclosure Schedules form an integral part of this Agreement and is the sections or subsections of the Disclosure Schedules into which they are incorporated into this Agreement by reference for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference Schedules, including for purposes of cross-application to other sections or subsections of the Section of this Agreement to which it applies; providedDisclosure Schedules in accordance with the preceding sentence. The Target may, that disclosures at its option, include in the PHMD Disclosure Schedule with respect Schedules items that are not material in order to a particular representation avoid any misunderstanding, and such inclusion, or warranty in Article III of this Agreement any references to dollar amounts, shall not be deemed to be disclosures made with respect an acknowledgement or representation that such items are material, to all establish any standard of materiality, to define further the meaning of such terms for purposes of this Agreement or otherwise to influence the construction or interpretation of any of the representations and warranties contained in Article III of this Agreement with respect Agreement. No disclosure on a Disclosure Schedule relating to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure a possible breach or violation of any item Contract, Law or matter Legal Requirement shall be construed as an admission or indication that breach or violation exists or has actually occurred. Where any information set forth in the Radiancy Disclosure Schedule shall not in and Schedules comprises expressions of itself be taken opinion, no warranty is given as an indication of to their accuracy, but unless otherwise stated therein, such opinions are bona fide held by the materiality thereof or the level of materiality that is applicable to any Person giving such representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference or, to the Section knowledge of this Agreement such Person, by such other person to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth hereinwhom they are attributed.

Disclosure Schedules. The Radiancy Parties acknowledge and agree that (i) the term “Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully Schedules” refers to the Disclosure Schedules provided by Seller in response to, or to set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; providedqualifications or exceptions to, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all Seller’s representations and warranties in Article III of V, (ii) the term “Schedule” refers to the other Schedules to this Agreement and (iii) unless expressly stated therein, disclosures on any such Schedule shall not be deemed to be disclosed on any of the Disclosure Schedules, and disclosures on any of the Disclosure Schedules shall not be deemed to be disclosed on any such Schedule, for any purpose hereof. Subject to the next sentence, each item of information disclosed in a particular Section of the Disclosure Schedules shall be deemed incorporated into, and disclosed on, each other Section of the Disclosure Schedules to the extent such disclosure sets forth facts in sufficient detail so that the relevance of the disclosure to such other Section would be reasonably apparent on its face to a reader of such disclosure. Notwithstanding the previous sentence or any other provision herein to the contrary, (i) the disclosures on Section 5.8 of the Disclosure Schedules shall not be treated as disclosed with respect to which any other Disclosure Schedule or any section of the Agreement other than Section 5.8, (ii) the disclosures on Section 5.9 of the Disclosure Schedule, if any, shall not be treated as disclosed with respect to any other Disclosure Schedule or any other section of the Agreement other than Section 5.9, (iii) only those disclosures, if any, expressly set forth on Section 5.8 of the Disclosure Schedules (and not any disclosures on any other Disclosure Schedule) shall be treated as disclosed with respect to Section 5.8 hereof and (iv) only those disclosures, if any, expressly set forth on Section 5.9 of the Disclosure Schedules (and not any disclosures on any other Disclosure Schedule), shall be treated as disclosed with respect to Section 5.9 hereof. The listing of any disclosure in the Disclosure Schedules shall not constitute any acknowledgement regarding the materiality of such disclosure reasonably relates if it is readily apparent that such disclosure would disclosure. The headings contained in the Disclosure Schedules are for convenience of reference only and shall not be applicable theretodeemed to modify or influence the interpretation of the information contained in the Disclosure Schedules or this Agreement. Except The Disclosure Schedules may contain information not required to be disclosed pursuant to the extent that the context otherwise explicitly requiresAgreement, and the disclosure of any a particular item or matter of information in the Radiancy Disclosure Schedules shall not be taken as an admission by Seller that the disclosure is required to be made under the terms of any such representation or warranty. Any such non-required information is included solely for informational purposes, and the inclusion of such information shall not be deemed to enlarge, enhance, or diminish any of the representations or warranties of the Seller in or otherwise alter in any way the terms of the Agreement. Nothing in the Disclosure Schedules hereto shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Disclosure Schedules 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 on a Disclosure Schedule shall not in and of itself be taken as deemed adequate to disclose an indication of the materiality thereof or the level of materiality that is applicable exception to any a representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in herein (unless the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to requires the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication listing of the materiality thereof document or the level of materiality that is applicable to any representation or warranty set forth herein.other item itself). * * * *

Disclosure Schedules. The Radiancy These Disclosure Schedule constitutes Schedules (the “Disclosure Schedules”) have been prepared in connection with and pursuant to the Placement Agency Agreement, dated as of October 13, 2022, by and between Novo Integrated Sciences, Inc., a part of this Agreement Nevada corporation (the “Company”) and is incorporated into this Agreement for all purposes Maxim Group LLC, as if fully set forth hereinplacement agent (the “PAA”). Each disclosure made Capitalized terms used but not defined in these Disclosure Schedules shall have the respective meanings ascribed to such terms in the DSKX PAA. These Disclosure Schedule shall be organized Schedules are qualified in their entirety by reference to the Section of this Agreement PAA. The Company may, at its option, include in these Disclosure Schedules any items that are not material in order to which it applies; providedavoid any misunderstanding, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement and any such inclusion shall not be deemed to be disclosures made with respect to all representations and warranties in Article III of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent an admission or acknowledgment or a representation that such items are material, or establish any standard of materiality for purposes of the PAA. These Disclosure Schedules have been arranged for purposes of convenience only, as separately titled schedules corresponding to certain sections of the PAA. Information disclosed in any particular section of these Disclosure Schedules shall constitute a disclosure would be applicable for purposes of all other sections of these Disclosure Schedules notwithstanding the lack of specific cross-references thereto. Except , but only to the extent that the context otherwise explicitly requires, applicability of such disclosure to such other section(s) is reasonably apparent on its face. In no event shall the disclosure inclusion of any item or matter in these Disclosure Schedules be deemed or interpreted to broaden the Radiancy representations, warranties, covenants or agreements contained in the PAA. The information contained in these Disclosure Schedule Schedules is disclosed solely for the purposes of the PAA. Nothing in these Disclosure Schedules shall constitute an admission of any liability or obligation of the Company to any third party or shall confer or give to any third party any remedy, claim, liability, reimbursement, cause of action or other right. Headings (other than numerical references to sections and subsections of the PAA) have been inserted in some of these Disclosure Schedules for convenience of reference only, and such headings shall not in and have the effect of itself be taken amending or changing the express description of such Disclosure Schedules as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure PAA. Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided2(i) Subsidiaries. Name Legal Formation Jurisdiction Novomerica Health Group, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV of this Agreement with respect to which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter in the DSKX Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein.Inc. (Nevada) (1)

Disclosure Schedules. The Radiancy Disclosures on the Purchaser Disclosure Schedule constitutes or the Seller Disclosure Schedule (each, a part “Disclosure Schedule”) shall be arranged in sections corresponding to the numbered and lettered sections of this Agreement Agreement, and is incorporated into this Agreement for all purposes as if fully any disclosure set forth herein. Each disclosure made in the DSKX on any section of a Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to disclosed by the party hereto delivering such Disclosure Schedule for all representations and warranties in Article III sections of this Agreement with respect to which and all other sections of such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except Disclosure Schedule to the extent that it is reasonably apparent on its face from a reading of such disclosure that such disclosure is applicable to such other sections of this Agreement or such other sections of such Disclosure Schedule. The headings contained in a Disclosure Schedule are for convenience of reference only and shall not be deemed to modify or influence the context interpretation of the information contained in such Disclosure Schedule or this Agreement. Except as otherwise explicitly requiresexpressly required by this Agreement, the inclusion of any information in any section of a Disclosure Schedule shall not be deemed to be an admission or acknowledgment by the party hereto delivering such Disclosure Schedule or otherwise imply that such information is required to be listed in any section of such Disclosure Schedule or that any such matter rises to a Purchaser Material Adverse Effect or Company Material Adverse Effect, as applicable, or is material to or outside the Ordinary Course of Business. Matters reflected in a Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in a Disclosure Schedule to the enforceability of agreements with third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks between Purchaser and Seller and were not intended to be admissions against interests (with respect to third parties), - #PageNum# - 703550379 give rise to any inference or proof of accuracy, be admissible against any party to this Agreement by any Person who is not a party to this Agreement, or give rise to any claim or benefit to any Person who is not a party to this Agreement. The disclosure in a Disclosure Schedule of any allegation, threat, notice or other communication shall not be deemed to include disclosure of the truth of the matter communicated. In addition, with respect to third parties, the disclosure of any item or matter in the Radiancy a Disclosure Schedule shall is not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV an admission that such matter actually constitutes noncompliance with, or a violation of this Agreement with respect applicable Law, any Governmental Order or Governmental Authorization or Contract or other topic to which such disclosure reasonably relates if it is readily apparent that applicable. In no event shall the disclosure of matters disclosed in a Disclosure Schedule be deemed or interpreted to broaden a representation, warranty, obligation, covenant, condition or agreement of the party hereto delivering such disclosure would be applicable thereto. Except Disclosure Schedule except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter provided in the DSKX this Agreement. No reference in a Disclosure Schedule shall not in and of by itself be taken construed as an admission or indication that a Contract or other document is enforceable or currently in effect except to the extent provided in this Agreement. Where a Contract or other document is referenced, summarized or described in a Disclosure Schedule, such reference, summary or description does not purport to be a complete statement of the materiality thereof terms or conditions of such Contract or other document and such reference, summary or description is qualified in its entirety by the level specific terms and conditions of materiality that is applicable to any representation such Contract or warranty set forth hereinother document.

Disclosure Schedules. The Radiancy Disclosure Schedule constitutes following schedules are provided in connection with the various representations and warranties contained in Section 3 of the Common Stock Purchase Agreement dated as of November 4, 2015, (the “Agreement”) by and between Caladrius Biosciences, Inc., a Delaware corporation (the “Company”) and Aspire Capital Fund, LLC, an Illinois limited liability company (the “Buyer”). These disclosure schedules are an integral part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth hereinthe Agreement. Each disclosure made Any terms defined in the DSKX Disclosure Schedule Agreement shall be organized by reference 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 Section scope of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular any representation or warranty contained in Article III the Agreement or create any covenant thereunder. Matters reflected in these schedules are not necessarily limited to matters required by the Agreement to be disclosed, and such additional matters are set forth for informational purposes only. For instance, no reference to or disclosure of this Agreement any item or other matter in these schedules shall be deemed to be disclosures made an admission, or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever. No disclosure in these schedules relating to any possible breach or violation of or conflict with respect to all 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, nor shall otherwise be deemed an admission against our interest. The representations and warranties contained in Article III the Agreement are solely for the purpose of this Agreement with respect 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 which such disclosure reasonably relates if it is readily apparent that such disclosure would be applicable thereto. Except to alter or affect the extent that express description of the context otherwise explicitly requires, sections of the disclosure of any item or matter in required under the Radiancy Disclosure Schedule shall not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty Agreement. Each exception set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule these schedules shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall also be deemed to be disclosures made disclosed with respect to all representations and warranties any other section of the Agreement to which the relevance of such item is reasonably apparent. References in Article IV these schedules to disclosures in our filings with the SEC are not intended to be a complete statement of this Agreement the full disclosure in our SEC filings, but are merely being provided to refer you to the relevant disclosures in those filings. In disclosing information in these schedules, we do not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to which such disclosure reasonably relates if it any of the matters disclosed or discussed herein. The information contained in these schedules is readily apparent that such disclosure would be applicable thereto. Except in all respects subject to the extent that the context otherwise explicitly requiresconfidentiality obligations between us. Schedule 3(a)- Subsidiaries Entity Percentage of Ownership Location Caladrius Biosciences, the disclosure Inc. 100% United States of any item or matter in the DSKX Disclosure Schedule shall not in and America NeoStem Therapies, Inc. 100% United States of itself be taken as an indication America Stem Cell Technologies, Inc. 100% United States of the materiality thereof or the level America Amorcyte, LLC 100% United States of materiality that is applicable to any representation or warranty set forth herein.America PCT, LLC, a Caladrius Company 100% United States of America NeoStem Family Storage, LLC 100% United States of America Athelos Corporation (1) 97.0% United States of America PCT Allendale, LLC 100% United States of America NeoStem Oncology, LLC 100% United States of America

Disclosure Schedules. The Radiancy Disclosures on the Purchaser Disclosure Schedule constitutes or the Seller Disclosure Schedule (each, a part “Disclosure Schedule”) shall be arranged in sections corresponding to the numbered and lettered sections of this Agreement Agreement, and is incorporated into this Agreement for all purposes as if fully any disclosure set forth herein. Each disclosure made in the DSKX on any section of a Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the PHMD Disclosure Schedule with respect to a particular representation or warranty in Article III of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article III disclosed by the party hereto delivering such Disclosure Schedule only for the section of this Agreement with respect corresponding to which such disclosure reasonably relates if the section of the Disclosure Schedule and all other sections of this Agreement to the extent that it is readily reasonably apparent that such disclosure would is applicable to such other sections of this Agreement. The headings contained in a Disclosure Schedule are for convenience of reference only and shall not be applicable theretodeemed to modify or influence the interpretation of the information contained in such Disclosure Schedule or this Agreement. Except The inclusion of any information in any section of a Disclosure Schedule shall not be deemed to be an admission or acknowledgment by the party hereto delivering such Disclosure Schedule or otherwise imply that such information is required to be listed in any section of such Disclosure Schedule or that any such matter rises to a Purchaser Material Adverse Effect or Company Material Adverse Effect, as applicable, or is material to or outside the Ordinary Course of Business. Matters reflected in a Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in such Disclosure Schedule. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. All references in a Disclosure Schedule to the extent that enforceability of agreements with third parties, the context otherwise explicitly requiresexistence or non-existence of third-party rights, the absence of breaches or defaults by third parties, or similar matters or statements, are intended only to allocate rights and risks between the Purchaser Parties, on the one hand, and Seller, on the other hand, and were not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any party to this Agreement by any Person who is not a party to this Agreement, or give rise to any claim or benefit to any Person who is not a party to this Agreement. The disclosure in a Disclosure Schedule of any allegation, threat, notice or other communication shall not be deemed to include disclosure of the truth of the matter communicated. In addition, the disclosure of any item or matter in the Radiancy a Disclosure Schedule shall is not in and of itself be taken as an indication of the materiality thereof or the level of materiality that is applicable to any representation or warranty set forth herein. The DSKX Disclosure Schedule constitutes a part of this Agreement and is incorporated into this Agreement for all purposes as if fully set forth herein. Each disclosure made in the DSKX Disclosure Schedule shall be organized by reference to the Section of this Agreement to which it applies; provided, that disclosures in the DSKX Disclosure Schedule with respect to a particular representation or warranty in Article IV of this Agreement shall be deemed to be disclosures made with respect to all representations and warranties in Article IV an admission that such matter actually constitutes noncompliance with, or a violation of this Agreement with respect applicable Law, any Governmental Order or Governmental Authorization or Contract or other topic to which such disclosure reasonably relates if it is readily apparent that applicable. In no event shall the disclosure of matters disclosed in a Disclosure Schedule be deemed or interpreted to constitute or broaden a representation, warranty, obligation, covenant, condition or agreement of the party hereto delivering such disclosure would be applicable thereto. Except Disclosure Schedule except to the extent that the context otherwise explicitly requires, the disclosure of any item or matter provided in the DSKX this Agreement. No reference in a Disclosure Schedule shall not in and of by itself be taken construed as an admission or indication that a Contract or other document is enforceable or in effect as of the materiality thereof date hereof except to the extent provided in this Agreement. Where a Contract or other document is referenced, summarized or described in a Disclosure Schedule, such reference, summary or description does not purport to be a complete statement of the level terms or conditions of materiality that such Contract or other document and such reference, summary or description is applicable to any representation qualified in its entirety by the specific terms and conditions of such Contract or warranty set forth hereinother document.