Common use of Financial Statements of the Company Clause in Contracts

Financial Statements of the Company. As of the Closing, Pubco has received a copy of the audited financial statements of the Company for the fiscal years ended December 31, 2013 and 2012 and the unaudited financial statements for the three and six months ended June 30, 2014 (collectively, the “Company Financial Statements”). The Company Financial Statements fairly present the financial condition of the Company at the dates indicated and its results of operations and cash flows for the periods then ended. (i) Since June 30, 2013 (the “Company Balance Sheet Date”), there has been no Material Adverse Change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise. (ii) Since the Company Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company, except as disclosed in writing to Pubco, issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any Shares or any other security of the Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any Shares or any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.

Financial Statements of the Company. As of the Closing, Pubco Propell has received a copy of the audited unaudited financial statements of the Company for the fiscal years 6 months ended December 31, 2013 and 2012 and the unaudited financial statements for the three and six months ended June 30, 2014 (collectively, the “Company Financial Statements”). The Company Financial Statements fairly present the financial condition of the Company at the dates indicated and its results of operations and cash flows for the periods then endedended and, except as indicated therein, reflect all claims against, debts and liabilities of the Company, fixed or contingent, and of whatever nature. (i) Since June 30December 31, 2013 2012 (the “Company Balance Sheet Date”), there has been no Material Adverse Change material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise and no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operation or prospects, of the Company except in the ordinary course of business. (ii) Since the Company Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company, except as disclosed in writing to PubcoPropell, issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any Shares capital stock or any other security of the Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any Shares or capital stock of any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.

Financial Statements of the Company. As of the Closing, Pubco has received a copy of the audited financial statements of the Company for the fiscal years ended December 31, 2013 2011 and 2012 2010 and the unaudited financial statements for the three and six months ended June 30, 2014 2012 (collectively, the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial condition of the Company at the dates indicated and its results of operations and cash flows for the periods then endedended and, except as indicated therein, reflect all claims against, debts and liabilities of the Company, fixed or contingent, and of whatever nature. (i) Since June 30, 2013 2012 (the “Company Balance Sheet Date”), there has been no Material Adverse Change material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise and no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operation or prospects, of the Company except in the ordinary course of business. (ii) Since the Company Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company, except as disclosed in writing to Pubco, issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any Shares capital stock or any other security of the Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any Shares or capital stock of any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.

Financial Statements of the Company. As of the ClosingClosing Date, Pubco has received a copy of the audited financial statements of the Company for the fiscal years period ended December July 31, 2013 and 2012 and the unaudited financial statements for the three and six months ended June 30, 2014 (collectively, the “Company Financial Statements”). The Company Financial Statements fairly present the financial condition of the Company at the dates indicated and its results of operations and cash flows for the periods then endedended and, except as indicated therein, reflect all claims against, debts and liabilities of the Company, fixed or contingent, and of whatever nature. (i) Since June 30August 1, 2013 (the “Company Balance Sheet Date”), there has been no Material Adverse Change material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise and no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operation or prospects, of the Company except in the ordinary course of business. (ii) Since the Company Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company, except as disclosed in writing to Pubco, issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any Shares capital stock or any other security of the Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any Shares or capital stock of any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.

Financial Statements of the Company. As of the Closing, Pubco has received a copy of the audited unaudited financial statements of the Company for the fiscal years ended period ending December 31, 2013 and 2012 and the unaudited financial statements for the three and six months ended June 30, 2014 2010 (collectively, the “Company Financial Statements”). The Company Financial Statements fairly present the financial condition of the Company at the dates indicated and its results of operations and cash flows for the periods then endedended and, except as indicated therein, reflect all claims against, debts and liabilities of the Company, fixed or contingent, and of whatever nature. (i) Since June 30May 31, 2013 2011 (the “Company Balance Sheet Date”), there has been no Material Adverse Change material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise and no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operation or prospects, of the Company except in the ordinary course of business. (ii) Since the Company Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company, except as disclosed in writing to Pubco, issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any Shares capital stock or any other security of the Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any Shares or capital stock of any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.

Financial Statements of the Company. As of the Closing, The Company has provided to Pubco has received a copy of the audited financial statements of the Company for the fiscal years year ended December March 31, 2013 and 2012 2018 and the unaudited financial statements for the three and six months ended June 30, 2014 2018 (collectively, the “"Company Financial Statements”"). The Company Financial Statements fairly present the financial condition of the Company at the dates indicated and its results of operations and cash flows for the periods then endedended and, except as indicated therein, reflect all claims against, debts and liabilities of the Company, fixed or contingent, and of whatever nature. (i) Since June 30, 2013 2018 (the “"Company Balance Sheet Date”"), there has been no Material Adverse Change material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise, except in the ordinary course of business. (ii) Since the Company Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company, except as disclosed in writing to Pubco, issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any Shares units of membership interest or any other security of the Company Company, and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any Shares units of membership interest or any other security of the Company, nor has the Company or has incurred or agreed to incur any indebtedness for borrowed money.

Financial Statements of the Company. As of the Closing, (i) Pubco has received a copy of the audited unaudited consolidated financial statements of the Company for the fiscal years ended December 31, 2013 and 2012 and the unaudited financial statements for the three and six six-months ended June 30, 2014 (collectively, the “Company Financial Statements”). The Company Financial Statements fairly present the financial condition of the Company at the dates indicated and its the results of their operations and cash flows for the periods then endedended and, except as indicated therein, reflect all claims against, debts and liabilities of the Company, fixed or contingent, and of whatever nature. (iii) Since June 30, 2013 2014 (the “Company Balance Sheet Date”), there has been no Material Adverse Change material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise and no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operation or prospects, of the Company except in the ordinary course of business. (iiiii) Since the Company Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company, except as disclosed in writing to Pubco, issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any Shares capital stock or any other security of the Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any Shares or capital stock of any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.

Financial Statements of the Company. As of the Closing, Pubco has received a copy of the audited financial statements of the Company for the fiscal years ended December 31, 2013 and 2012 and the unaudited financial statements for the three and six nine months ended June September 30, 2014 (collectively, the “Company Financial Statements”). The Company Financial Statements fairly present the financial condition of the Company at the dates indicated and its results of operations and cash flows for the periods then ended. (i) Since June September 30, 2013 2014 (the “Company Balance Sheet Date”), there has been no Material Adverse Change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise. (ii) Since the Company Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company, except as disclosed in writing to Pubco, issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any Shares or any other security of the Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any Shares or any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.

Financial Statements of the Company. As of the Closing, Pubco has received a copy of the audited financial statements of the Company for the fiscal years ended December 31, 2013 2011 and 2012 2010 and the unaudited financial statements for the three and six months ended June 30, 2014 2012 (collectively, the “Company Financial Statements”). The Company Financial Statements fairly present the financial condition of the Company at the dates indicated and its results of operations and cash flows for the periods then ended. (i) Since June 30, 2013 2012 (the “Company Balance Sheet Date”), there has been no Material Adverse Change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise. (ii) Since the Company Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company, except as disclosed in writing to Pubco, issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any Shares Units or any other security of the Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any Shares Units or any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.

Financial Statements of the Company. As of On or before the Closing, Pubco has received shall receive a copy of the audited financial statements of the Company for the fiscal years ended December 31, 2013 2012 and 2012 2011 and the unaudited financial statements for the three and six nine months ended June September 30, 2014 2013 (collectively, the “Company Financial Statements”). The Company Financial Statements fairly present the financial condition of the Company at the dates indicated and its results of operations and cash flows for the periods then endedended and, except as indicated therein, reflect all claims against, debts and liabilities of the Company, fixed or contingent, and of whatever nature. (i) Since June September 30, 2013 (the “Company Balance Sheet Date”), there has been no Material Adverse Change material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise and no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operation or prospects, of the Company except in the ordinary course of business. (ii) Since the Company Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company, except as disclosed in writing to Pubco, issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any Shares capital stock or any other security of the Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any Shares or capital stock of any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.

Financial Statements of the Company. As of the Closing, Pubco has received a copy of the audited financial statements of the Company for the fiscal years ended December 31, 2013 and 2012 2016 and the unaudited financial statements for the three and six nine months ended June September 30, 2014 2017 (collectively, the “Company Financial Statements”). The Company Financial Statements fairly present the financial condition of the Company at the dates indicated and its results of operations and cash flows for the periods then ended. (i) Since June September 30, 2013 2017 (the “Company Balance Sheet Date”), there has been no Material Adverse Change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise. (ii) Since the Company Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company, except as disclosed in writing to Pubco, issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any Shares or any other security of the Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any Shares or any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.

Financial Statements of the Company. As of the ClosingClosing Date, Pubco has Pubcohas received a copy of the audited financial statements of the Company for the fiscal years periods ended December 31June 30, 2013 and 2012 and the unaudited financial statements for the three and six months ended June 30, 2014 (collectively, the “Company Financial Statements”). The Company Financial Statements fairly present the financial condition of the Company at the dates indicated and its results of operations and cash flows for the periods then endedended and, except as indicated therein, reflect all claims against, debts and liabilities of the Company, fixed or contingent, and of whatever nature. (i) Since June 30July 1, 2013 (the “Company Balance Sheet Date”), there has been no Material Adverse Change material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise and no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operation or prospects, of the Company except in the ordinary course of business. (ii) Since the Company Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company, except as disclosed in writing to Pubco, issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any Shares capital stock or any other security of the Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any Shares or capital stock of any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.

Financial Statements of the Company. As of On or before the Closing, Pubco has received shall receive a copy of the audited financial statements of the Company for the fiscal years ended December 31, 2013 2012 and 2012 2011 and the unaudited financial statements for the three and six two months ended June 30February 28, 2014 2013 (collectively, the “Company Financial Statements”). The Company Financial Statements fairly present the financial condition of the Company at the dates indicated and its results of operations and cash flows for the periods then endedended and, except as indicated therein, reflect all claims against, debts and liabilities of the Company, fixed or contingent, and of whatever nature. (i) Since June 30February 28, 2013 (the “Company Balance Sheet Date”), there has been no Material Adverse Change material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise and no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operation or prospects, of the Company except in the ordinary course of business. (ii) Since the Company Balance Sheet Date, the Company has not suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has the Company, except as disclosed in writing to Pubco, issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any Shares capital stock or any other security of the Company and has not granted or agreed to grant any option, warrant or other right to subscribe for or to purchase any Shares or capital stock of any other security of the Company or has incurred or agreed to incur any indebtedness for borrowed money.