Common use of Information Supplied Clause in Contracts

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

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

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

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

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

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

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with (a) None of the Offer and Documents will, at the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is times such documents are filed with the SEC and first publishedare mailed to the stockholders of Xxxxx, sent contain any untrue statement of a material fact or given omit to stockholdersstate a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by Buyer or Merger Sub with respect to information supplied in writing by Xxxxx or an affiliate of Xxxxx expressly for inclusion therein. The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder. (b) None of the information supplied by Buyer, Merger Sub or any affiliate of Buyer or Merger Sub specifically for inclusion in the Proxy Statement or the Schedule 14D-9 will, at the date of filing with the SEC, and, in the case of the Proxy Statement, at the time the Proxy Statement is mailed and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by . (c) Neither the Company with respect information supplied or to information be supplied in writing by or on behalf of IHK Buyer or Merger Sub expressly for inclusion therein and inclusion, nor the information incorporated by reference therein from documents filed by IHK Buyer or Merger Sub any of its Subsidiaries with the SEC. The Schedule 14D-9 and , in the Proxy Statement or any such other documents to be filed by the Company Buyer, Merger Sub or Xxxxx with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK Regulatory Authority in connection with the issuance Merger and the other transactions contemplated hereby will on the date of shares of IHK Common Stock its filing or, in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none case of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, willStatement, at the date it is mailed to stockholders of the Companyshareholders, or and at the time of the Company Stockholder Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of All such meeting, any event with respect to the Company documents filed by Buyer or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed Merger Sub with the SEC. The Proxy Statement, insofar as it relates to other information supplied by SEC under the Company for inclusion therein, Exchange Act will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunderAct.

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

Information Supplied. The Schedule 14D-9 (a) Parent and any other documents the Company will promptly prepare and file with the SEC the Prospectus/Proxy Statement, and Parent will promptly prepare and file with the SEC the registration statement required to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer Share Issuance (including the joint proxy statement and prospectus (the “Prospectus/Proxy Statement”) constituting a part thereof) (the “Registration Statement”). Parent will use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after this filing, and promptly thereafter, Parent and the other transactions contemplated hereby Company will notmail the Prospectus/Proxy Statement to their respective stockholders. (b) The Company and Parent each agrees, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable lawitself and its Subsidiaries, as the case may be. None that none of the information supplied or to be supplied by the Company it or its Subsidiaries for inclusion or incorporation by reference in the Offer Documents or (i) the Registration Statement on Form S-4 (together with all amendments theretowill, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, not misleading, and none of (ii) the information supplied or to be supplied by the Company and included or incorporated by reference in the Prospectus/Proxy Statement (as defined in Section 6.02), as supplemented if necessary, and any amendment or supplement will, at the date mailed of mailing to stockholders of the Company, or and at the time times of the Company Stockholder Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or Parent will cause the Registration Statement, shall occur which is required Statement to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunderSecurities Act.

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

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

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

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

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

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

Information Supplied. The Schedule 14D-9 and any other documents to be filed by (a) At the Company with time the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it Proxy Statement is filed with the SEC and SEC, at any time it is amended or supplemented or at the time it is first publishedmailed to stockholders of the Company, sent the Proxy Statement, as amended or given to stockholderssupplemented, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no this representation and warranty is made by the Company Acquirer in this Section 4.05(a) solely with respect to information supplied in writing by statements made or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed based on information supplied by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with Acquirer, any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements member of the Exchange Act Acquirer Group or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company their Representatives for inclusion or incorporation by reference in such documents. The Schedule 13E-3, at the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be time it is filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Timeany time it is amended or supplemented, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein if applicable, will not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the time of such meeting, any event except that no representation or warranty is made by Acquirer in this Section 4.05(a) with respect to statements made or incorporated by reference therein based on information supplied solely by the Company or any Company Subsidiary, its Representatives for inclusion or with respect to other incorporation by reference therein. None of the information supplied or to be supplied by Acquirer, any other member of the Company Acquirer Group or their Representatives for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will, at the Registration Statement, shall occur which time any such document is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. , at any time it is amended or supplemented or at the time it is first mailed to the Company’s stockholders, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy StatementSchedule 13E-3 (other than portions of the Schedule 13E-3 attributable to the Company), insofar as it relates to other information supplied by the Company for inclusion thereinand any amendments or supplements thereto, when filed, will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Acquirer with respect to statements made or incorporated by reference therein based on information supplied solely by the Company or its Representatives for inclusion or incorporation by reference therein.

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

Information Supplied. (a) The Schedule 14D-9 Offer Documents and any other documents to be filed by the Company Parent or Sub with the SEC or any other governmental Governmental or regulatory authority Regulatory Authority in connection with the Offer or the Merger and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9Offer Documents, on the date it is they are filed with the SEC and first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company Parent or Sub with respect to information supplied in writing by or on behalf of IHK or Merger Sub the Company expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK the Company or Merger Sub any of its Subsidiaries with the SEC. The Schedule 14D-9 Offer Documents and any other such other documents filed by the Company Parent or Sub with the SEC under the Exchange Act or in connection with any other Governmental Entity under applicable law the Merger will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of Act. (b) Neither the information supplied or to be supplied in writing by or on behalf of Parent or Sub for inclusion, nor the information incorporated by reference from documents filed by Parent or any of its Subsidiaries with the SEC, in the Schedule 14D-9, the Proxy Statement or any other documents to be filed by Parent, Sub or the Company for inclusion with the SEC or incorporation by reference any other Governmental or Regulatory Authority in connection with the Offer Documents or the Registration Statement Merger and the other transactions contemplated hereby will on Form S-4 (together the date of its filing or, with all amendments theretorespect to the Schedule 14D-9, on the "Registration Statement") to be date it is filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act first published, sent or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed given to stockholders of the Company, or or, in the case of the Proxy Statement, at the time date it is mailed to stockholders of the Company Stockholder and at the date of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

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

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

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

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. (a) None of the information supplied or to be supplied by the Company Moon Parties for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretowill, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in (ii) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, Statement/Prospectus will, at on the date it is first mailed to Moon stockholders of the Company, or Comet shareholders or at the time of the Company Stockholder Moon Stockholders Meeting or the Comet Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior , (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the time Comet Shareholders, contain any untrue statement of such meeting, a material fact or omit to state any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is material fact required to be described in an amendment ofstated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, or a supplement to, on the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly date first filed with the SECSEC and on the date first published, sent or given to the Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Form S-4 (including the Proxy Statement, insofar as it relates to other information supplied by /Prospectus) and the Company for inclusion therein, Exchange Offer Documents will comply as to form in all material respects with the applicable provisions of the Exchange Act and Act, subject, in the rules and regulations thereundercase of the portions supplied by the Comet Parties, to the accuracy of the last sentence of Section 5.8(a). (b) Notwithstanding the foregoing provisions of this Section 6.8, no representation or warranty is made by the Moon Parties with respect to statements made or incorporated by reference in the Form S-4, the Proxy Statement/Prospectus or the Exchange Offer Documents based on information supplied by the Comet Parties for inclusion or incorporation by reference therein.

Information Supplied. The Schedule 14D-9 and any other (i) None of the documents required to be filed by the Company Parent, Holding or Merger Sub with the SEC or any other governmental or regulatory authority in connection with the Offer and or required to be distributed or otherwise disseminated to the other transactions contemplated hereby will not, on Company’s stockholders after the date of its filing orthis Agreement in connection with the Transactions, including the Offer Documents, will, at the date each is filed with the SEC, at the date distributed or otherwise disseminated to Company stockholders and at the time of the consummation of the Offer contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided that no representation or warranty is made by Parent, Holding or Merger Sub with respect to the information supplied by or related to, or the sufficiency of disclosures related to, the Company or any Company Subsidiary. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act. (ii) None of the information supplied or to be supplied by or on behalf of Parent, Holding or Merger Sub to Company specifically for inclusion or incorporation by reference in the Schedule 14D-914D-9 will, at the date it is first filed with the SEC or on the date it is filed with first mailed to the SEC and first published, sent or given to stockholdersstockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company or on behalf of Parent, Holding or Merger Sub specifically for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretoProxy Statement, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessaryany, will, at the date it is first filed with the SEC, on the date it is first mailed to the stockholders of the Company, or at the time of the Company Stockholder Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting. (iii) No representation or warranty is made by Parent, any event Holding or Merger Sub with respect to the information supplied by or related to, or the sufficiency of disclosures related to, the Company or any Company Subsidiary, or with respect to other information supplied by Person within the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderGroup.

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

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

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

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

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

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

Information Supplied. The Schedule 14D-9 and any other documents None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in (a) (i) the Offer Documents, (ii) the information to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and pursuant to Rule 14f-1 under the other transactions contemplated hereby will notExchange Act (the "Information Statement"), on the date of its filing or, with respect to or (iii) the Schedule 14D-914D-9 will, on at the date time it is filed with the SEC SEC, and first published, sent at any time it is amended or given to stockholderssupplemented, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement"b) to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it is first mailed to stockholders of the Company, Company or at the time of the Company Stockholder Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the time of such meeting, any event except that in each case no representation or warranty is made by Company with respect to the Company statements made or any Company Subsidiary, or with respect to other incorporated by reference therein based on information supplied by the Company Parent specifically for inclusion or incorporation by reference therein. Except as set forth in the Filed Company SEC Documents, at the date of the most recent audited financial statements of Company included in the Filed Company SEC Documents, neither Company nor any of its subsidiaries had, and since such date neither Company nor any of such subsidiaries has incurred, any claims, liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Company. The Schedule 14D-9 and the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunderAct, except that in each case no representation or warranty is made by Company with respect to statements made or incorporated by reference therein based on information supplied by Parent specifically for inclusion or incorporation by reference therein.

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

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

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

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. (a) None of the information supplied or to be supplied by the Company Comet Parties for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretowill, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in (ii) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, Statement/Prospectus will, at on the date it is first mailed to Comet shareholders or Moon stockholders of the Company, or at the time of the Company Stockholder Comet Shareholders Meeting or the Moon Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior , (iii) the Exchange Offer Documents will, on the date first filed with the SEC and on the date first published, sent or given to the time Comet Shareholders, contain any untrue statement of such meeting, a material fact or omit to state any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is material fact required to be described in an amendment ofstated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, or a supplement to, on the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly date first filed with the SECSEC and on the date first published, sent or given to the Comet shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The portions of the Proxy Statement, insofar as it relates to other information /Prospectus supplied by the Company for inclusion therein, Comet will comply as to form in all material respects with the applicable provisions of the Exchange Act and Act. (b) Notwithstanding the rules and regulations thereunderforegoing provisions of this Section 5.8, no representation or warranty is made by the Comet Parties with respect to statements made or incorporated by reference in the Form S-4, the Proxy Statement/Prospectus or the Exchange Offer Documents based on information supplied by the Moon Parties for inclusion or incorporation by reference therein.

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

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

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

Information Supplied. The Schedule 14D-9 (a) This Agreement (including the Disclosure Schedule) does not, and the certificate referred to in clause “(f)” of Exhibit B will not: (i) contain any other representation, warranty or information that is false or misleading with respect to any material fact relating to the Acquired Corporations; or (ii) omit to state any material fact necessary in order to make the Acquired Corporations’ representations, warranties and information contained and to be contained herein and therein (in the light of the circumstances under which such representations, warranties and information were or will be made or provided) not false or misleading. (b) None of the documents required to be filed by the Company with the SEC or any other governmental required to be distributed or regulatory authority otherwise disseminated to the Company’s shareholders after the date hereof in connection with the Offer and the other transactions contemplated hereby Contemplated Transactions will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If In furtherance and not in limitation of the foregoing, none of the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, at the time the Offer Documents and the Schedule 14D-9, as applicable, are filed with the SEC or distributed or otherwise disseminated to shareholders of the Company or at any time prior to between the time the Offer Documents and the Schedule 14D-9 are mailed to shareholders of such meeting, any event with respect to the Company and the Acceptance Time, contain any untrue statement of a material fact or omit to state any Company Subsidiarymaterial fact required to be stated therein or necessary in order to make the statements therein, or with respect to other in the light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company for inclusion in the Proxy Statement will, at the time the Proxy Statement is filed with the SEC or mailed to shareholders of the Registration StatementCompany or at the time of the Company Shareholders Meeting (or any adjournment or postponement thereof), shall occur which is contain any untrue statement of a material fact or omit to state any material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or a supplement to, warranty is made by the Company or its Subsidiaries with respect to information supplied by or on behalf of Parent in writing for inclusion in the Schedule 14D-9 or the Proxy Statement. Each of the Schedule 14D-9 and the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderpromulgated by the SEC thereunder as of the date it is filed with the SEC and, as applicable, at the time of its distribution or other dissemination to the Company’s Shareholders.

Information Supplied. The Schedule 14D-9 (a) DIMON and any other documents the Company each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 (the “Registration Statement”) to be filed by the Company with the SEC or any other governmental or regulatory authority by DIMON in connection with the Offer issuance of shares of DIMON Common Stock in the Merger (including the proxy statement and prospectus (the other transactions contemplated hereby will not“Proxy Statement/Prospectus”) constituting a part thereof) will, on at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made not misleading and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto will, at the date of its filing or, with respect mailing to shareholders and at the Schedule 14D-9, on times of the date it is filed meetings of shareholders of the Company and DIMON to be held in connection with the SEC and first published, sent or given to stockholdersMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by . (b) DIMON and the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply each agree, as to form in all material respects with the requirements of the Exchange Act or other applicable lawitself and its Subsidiaries, as the case may be. None that none of the information supplied or to be supplied by the Company it or its Subsidiaries for inclusion or incorporation by reference in any registration statement under the Offer Documents Securities Act, any confidential offering or the Registration Statement on Form S-4 (together with all amendments theretoprivate placement circular or memorandum, the "Registration Statement") to be filed with the SEC bank presentation or other information and materials furnished by IHK any of them in connection with the issuance of shares of IHK Common Stock Financing (as defined in Section 5.10 hereof) (the Merger and as contemplated by Section 2.06 will “Financing Materials”), will, both at the time any such Financing Materials are distributed to potential sources of the Registration Statement becomes effective under the Securities Act or Financing and at the Effective Timetime of the closing on such Financing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

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

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

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

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

Information Supplied. The Schedule 14D-9 (a) FEI agrees, as to itself and any other documents its Subsidiaries that (i) none of the information, except for such information to be filed provided by PIE pursuant to Section 5.3(b) below, to be included or incorporated by reference in the Company with proxy statement (including any amendments or supplements thereto, the SEC or any other governmental or regulatory authority "Proxy Statement") used in connection with the Offer and the other transactions contemplated hereby will notShareholder's Meeting will, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Proxy Statement becomes effective under the Securities Act or at the Effective Timeis published and mailed to FEI's Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in (ii) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, willwill not, at the date mailed of mailing to stockholders shareholders and at the times of the Company, or at the time of the Company Stockholder Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior , except to the time extent any such untrue statement is provided by PIE pursuant to Section 5.3(b) below or such omission is directly caused by PIE's breach of its covenant in Section 5.3(b) below. (b) PIE agrees to provide to FEI in writing all material information required by Law to be included in the Proxy Statement that cannot reasonably be provided by FEI or its Subsidiaries because such meetinginformation is exclusively within the control and Knowledge of PIE or its Affiliates (such information, any event with respect the "PIE Information"). PIE agrees, as to itself and its Affiliates, that none of the Company or any Company Subsidiary, or with respect to other information PIE Information supplied by the Company it for inclusion in the Proxy Statement will, at the time the Proxy Statement is published and mailed to FEI's shareholders, contain any untrue statement of a material fact or the Registration Statement, shall occur which is omit to state any material fact required to be described stated therein or necessary to make the statements therein, in an amendment oflight of the circumstances under which they were made, or a supplement to, not misleading. PIE further agrees to supply such additional PIE Information to FEI for inclusion in the Proxy Statement or if, in light of circumstances occurring subsequent to the Registration Statementtime the Proxy Statement is published and mailed, such event shall additional PIE Information is necessary in order that the PIE Information in the Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be so described, and such amendment stated therein or supplement shall be promptly filed with necessary to make the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion statements therein, will comply as to form in all material respects with the provisions light of the Exchange Act and the rules and regulations thereundercircumstances under which they were made, not misleading.

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

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

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

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. (a) None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") F-4 to be filed with the SEC by IHK Newco in connection with the issuance of shares of IHK Common Stock Newco ADSs in the Merger and as contemplated by Section 2.06 will (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and none of (ii) the information supplied or proxy statement included in the Registration Statement relating to be supplied by the Company and included or incorporated by reference in the Proxy Statement Meeting (as defined in Section 6.027.4(b)) to be held in connection with the Merger (the "Proxy Statement") and any other documents to be filed by the Company with the SEC (including, as supplemented if necessarywithout limitation, under the 0000 Xxx) or any other Governmental Authority in connection with the Merger will, at the date dates mailed to stockholders of the Company, or shareholders and at the time times of the Company Stockholder Meetingsuch meetings, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the The Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) The information supplied or to be supplied by the Company for inclusion in any filing by Newco or Parent with the SEC or the Financial Services Authority (the "U.K. Listing Authority") in respect of the Merger or Scheme (including, without limitation, the Class 1 circular to be issued to shareholders of Parent (the "Circular")), the listing particulars under Part IV of the Financial Services Xxx 0000 of the United Kingdom (the "FSA") relating to Newco Ordinary Shares (the "Listing Particulars") and the document, including an explanatory statement, to be sent to shareholders of Parent in connection with the Scheme (the "Scheme Document") (collectively with any amendments or supplements thereto, the "Parent Disclosure Documents") will not, at all relevant times, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and will be in accordance with the facts and will not omit anything likely to affect the import of such information. (c) Notwithstanding the foregoing provisions of this Section 4.8, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Registration Statement, the Proxy Statement or the Parent Disclosure Documents based on information supplied by Parent, Newco or Merger Sub for inclusion or incorporation by reference therein.

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

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

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

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company or any of its Subsidiaries, specifically for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Joint Proxy Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as /Prospectus contemplated by Section 2.06 will at 5.1 will, on the time date such document is filed and on the Registration Statement becomes effective under date it is first published, sent or given to the Securities Act or at the Effective Time, contain any untrue statement holders of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingParent Common Stock, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder meeting of Parent’s stockholders to consider and vote upon the Merger Agreement (the “Parent Stockholders’ Meeting”), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If If, at any time prior to the time date of such meetingthe Company Shareholders’ Meeting, any event with respect to the Company or any Company Subsidiaryof its Subsidiaries, or with respect to other information supplied by or on behalf of the Company or any of its Subsidiaries specifically for inclusion or incorporation by reference in the Joint Proxy Statement or the Registration Statement/Prospectus, shall occur which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the Registration Statement/Prospectus, such event shall be so described, described by the Company and such amendment promptly provided in writing to Parent. All documents that the Company or supplement shall be promptly filed its Subsidiaries are responsible for filing with the SEC. The Proxy StatementSEC in connection with the transactions contemplated hereby, insofar as it relates to the extent relating to the Company or its Subsidiaries or other information supplied by the Company or its Subsidiaries for inclusion or incorporation by reference therein, will comply as to form form, in all material respects respects, with the provisions of the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity will comply in all material respects with the provisions of applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied or to be supplied by Parent or its Subsidiaries for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus.

Information Supplied. The Schedule 14D-9 and any other documents None of the information supplied in writing by the Company for inclusion or incorporation by reference in (i) the application for a permit to issue securities (the "CSL PERMIT") to be filed by the Company with the SEC or any other governmental or regulatory authority Commissioner of Corporations of the State of California (the "COMMISSIONER") pursuant to Section 25121 of the CSL, in connection with the Offer and issuance of shares of Parent Common Stock pursuant to the other transactions contemplated hereby will nothereby, on including the date of its filing ordisclosure documents relating thereto (the "PERMIT APPLICATION") will, with respect to at the Schedule 14D-9, on time the date it Permit Application is filed with the Commissioner and at the time the Fairness Hearing is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any registration statement on Form S-4 of Parent pursuant to which the shares of Parent Common Stock issuable as part of the Merger Consideration will be registered with the SEC pursuant to the 1933 Act (together with any amendments or supplements thereto, the "REGISTRATION STATEMENT") will, at the time the Registration Statement or any amendment or supplement becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and first published(iii) the information provided to Stockholders in the Soliciting Materials will, sent or given at the time they are mailed to stockholdersthe Stockholders and at all times during which stockholder consents are solicited in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

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

Information Supplied. The Schedule 14D-9 Subject in all respects to the accuracy of the representations and any other documents warranties of the Company set forth in Article IV hereof, the information supplied or to be filed supplied by or on behalf of Buyer and Parent for inclusion or incorporation by reference, as such may be timely amended or supplemented, in (i) the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will Proxy Statement shall not, on at the date of its filing or, with respect mailed to the Schedule 14D-9, on Company’s shareholders and at the date it is filed with time of the SEC and first published, sent or given to stockholders, Shareholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact misleading or omit to state any material fact required to be stated therein or necessary to make correct any statement in any earlier communication with respect to the statements therein not misleading, and none solicitation of proxies for the meeting of the information supplied Company’s shareholders that has become false or to be supplied by misleading and (ii) the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, willSchedule 13E-3 shall not, at the date mailed to stockholders of time the Company, or Schedule 13E-3 is filed with the SEC and at the time of the Company Stockholder Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If If, at any time prior to the time of such meetingEffective Time, any event with respect relating to the Company Parent or Buyer or any Company Subsidiaryof their Affiliates, Associates, officers or with respect directors is discovered by Parent or Buyer that should be set forth in an amendment or a supplement to other information supplied by the Company for inclusion in the Proxy Statement or the Registration StatementSchedule 13E-3, Parent or Buyer shall occur which promptly inform the Company. Notwithstanding the foregoing, neither Parent nor Buyer makes any representation or warranty with respect to any information supplied solely by or on behalf of the Company that is required to be described contained in an amendment of, or a supplement to, furnished in connection with the preparation of the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SECSchedule 13E-3. The Proxy Statement, insofar as it relates to other information supplied by Statement and the Company for inclusion therein, will Schedule 13E-3 shall comply as to form in all material respects with the respective provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. (i) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (A) the Offer Documents or the Registration Statement registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK Parent in connection with the issuance of shares of IHK the Parent Common Stock in the Merger and as contemplated by Section 2.06 will will, at the time the Registration Statement Form S-4 (as defined in Section 5.1) (including any amendments or supplements thereto) becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of (B) the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement Prospectus (as defined in Section 6.02), as supplemented if necessary, 5.1) included in the Form S-4 will, at on the date it is first mailed to stockholders of the Company, Company or at the time of the Company Stockholder Meeting, Shareholders Meeting (as defined in Section 5.1) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (C) the Proxy Statement related to the Company Shareholders Meeting will, on the date it is first mailed to stockholders of the Company or at the time of the Company Shareholders Meeting, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. If at misleading or necessary to correct any time prior to the time of such meeting, statement in any event earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting which has become false or any misleading. (ii) Notwithstanding the foregoing, the Company Subsidiary, makes no representations or warranties with respect to other information that has been or will be supplied by the Company Parent or Merger Sub, or their auditors, attorneys, financial advisers, other consultants or advisers, specifically for inclusion use in the Proxy Statement or Form S-4, the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement toProspectus, the Proxy Statement or the Registration Statement, such event shall in any other documents to be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form SEC or any regulatory agency in all material respects connection with the provisions of the Exchange Act and the rules and regulations thereundertransactions contemplated hereby.

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

Information Supplied. (a) The proxy statement relating to the Company Stockholders' Meeting (as defined in SECTION 6.03), as amended or supplemented from time to time (as so amended and supplemented, the "PROXY STATEMENT"), the Schedule 14D-9 13E-3 and any other documents to be filed by the Company with the SEC or any other governmental Governmental or regulatory authority Regulatory Authority in connection with the Offer Merger and the other transactions contemplated hereby will not, on the date of its filing or at the time of any distribution thereof or, with respect to in the Schedule 14D-9case of the Proxy Statement, on the date it is filed with mailed to stockholders of the SEC Company and first published, sent or given to stockholderson the date of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub Buyer expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK Buyer or Merger Sub any of its Subsidiaries with the SEC. The Proxy Statement, the Schedule 14D-9 13E-3 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of Act. (b) Neither the information supplied or to be supplied in writing by or on behalf of the Company for inclusion, nor the information incorporated by reference from documents filed by the Company for inclusion or incorporation by reference any of its Subsidiaries with the SEC, in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretoProxy Statement, the "Registration Statement") Schedule 13E-3 or any other documents to be filed by Buyer or the Company with the SEC by IHK or any other Governmental or Regulatory Authority in connection with the issuance Merger and the other transactions contemplated hereby will on the date of shares of IHK Common Stock its filing contain or its distribution, or in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none case of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02)Statement, as supplemented if necessary, will, at on the date it is mailed to stockholders of the Company, or at Company and on the time date of the Company Company's Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

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

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

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

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

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

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

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

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

Information Supplied. (a) The Schedule 14D-9 proxy statement relating to the Company Stockholders' Meeting (as defined in Section 7.3(b)), as amended or supplemented from time to time (as so amended and supplemented, the "Proxy Statement"), and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer Merger and the other transactions contemplated hereby will (in the case of the Proxy Statement and any such other documents filed with the SEC under the Exchange Act or the Securities Act), comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, respectively, and will not, on the date of its filing or, with respect to in the Schedule 14D-9case of the Proxy Statement, on the date it is filed with mailed to stockholders of the SEC Company and first published, sent or given to stockholdersat the time of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK Parent or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Parent, Merger Sub or any of their respective Subsidiaries with the SEC. . (b) The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in any filing by Parent or Merger Sub with the Proxy Statement LSE in respect of the Merger (including, without limitation, the Class 1 circular to be issued to shareholders of Parent (the "Circular"), and the listing particulars under Part IV of the Financial Services Act 1986 of the United Kingdom (the "FSA") relating to Parent Ordinary Xxxxxx (the "Listing Particulars") (together with any amendments or supplements thereto, the "Parent Disclosure Documents") will be, in all material respects, in accordance with the facts and will not omit anything materially likely to affect the import of such information. (c) Notwithstanding the foregoing provisions of this Section 4.6, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other Parent Disclosure Documents based on information supplied by the Company Parent or Merger Sub expressly for inclusion or incorporation by reference therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

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

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

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (A) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretoSchedule 14D-9 will, at the "Registration Statement") to be time such document is filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the Registration Statement becomes effective under the Securities Act or at the Effective TimeCompany's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in (B) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it is first mailed to stockholders of the Company, 's stockholders or at the time of the Company Stockholder Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in The Schedule 14D-9 and the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or any of its Subsidiaries for inclusion or incorporation by reference in the Schedule 14D-9 and the Proxy Statement. Absence of Certain Changes. Since December 31, 2007, the Company and its Subsidiaries have conducted their respective businesses only in, and have not engaged in any material transaction other than in accordance with, the ordinary course of such businesses consistent with past practices and there has not been: any Material Adverse Effect (including any Material Adverse Effect with respect to any circumstance, occurrence or development existing on or prior to December 31, 2007); any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance; any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company or any of its Subsidiaries (except for dividends or other distributions by any direct or indirect wholly owned Subsidiary to the Company or to any wholly owned Subsidiary of the Company), or any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other securities of the Company or any of its Subsidiaries; any material change in any method of accounting or accounting practice by the Company or any of its Subsidiaries, except as required by GAAP and disclosed in the Company Reports filed on or prior to the date hereof; (A) any increase in the compensation payable or to become payable to its directors, officers or employees (except for increases for employees who are not officers in the ordinary course of business and consistent with past practices) or (B) any establishment, adoption, entry into or amendment of any collective bargaining, bonus, profit sharing, thrift, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee, except to the extent required by applicable Laws or as disclosed in the Company Reports filed on or prior to the date hereof; or any agreement to do any of the foregoing.

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. (a) None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement registration statement on Form S-4 (together with all amendments thereto, the "Registration Statement") F-4 to be filed with the SEC by IHK Newco in connection with the issuance of shares of IHK Common Stock Newco ADSs in the Merger and as contemplated by Section 2.06 will (the "Registration Statement") will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and none of (ii) the information supplied or proxy statement included in the Registration Statement relating to be supplied by the Company and included or incorporated by reference in the Proxy Statement Meeting (as defined in Section 6.027.4(b)) to be held in connection with the Merger (the "Proxy Statement") and any other documents to be filed by the Company with the SEC (including, as supplemented if necessarywithout limitation, under the 1000 Xxx) or any other Governmental Authority in connection with the Merger will, at the date dates mailed to stockholders of the Company, or shareholders and at the time times of the Company Stockholder Meetingsuch meetings, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the The Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. (b) The information supplied or to be supplied by the Company for inclusion in any filing by Newco or Parent with the SEC or the Financial Services Authority (the "U.K. Listing Authority") in respect of the Merger or Scheme (including, without limitation, the Class 1 circular to be issued to shareholders of Parent (the "Circular")), the listing particulars under Part IV of the Financial Services Axx 0000 of the United Kingdom (the "FSA") relating to Newco Ordinary Shares (the "Listing Particulars") and the document, including an explanatory statement, to be sent to shareholders of Parent in connection with the Scheme (the "Scheme Document") (collectively with any amendments or supplements thereto, the "Parent Disclosure Documents") will not, at all relevant times, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and will be in accordance with the facts and will not omit anything likely to affect the import of such information. (c) Notwithstanding the foregoing provisions of this Section 4.8, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Registration Statement, the Proxy Statement or the Parent Disclosure Documents based on information supplied by Parent, Newco or Merger Sub for inclusion or incorporation by reference therein.

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

Information Supplied. (a) The Schedule 14D-9 Offer Documents and any other documents to be filed by the Company Parent or Sub with the SEC or any other governmental Governmental or regulatory authority Regulatory Authority in connection with the Offer or the Merger and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9Offer Documents, on the date it is they are filed with the SEC and first published, sent or given to stockholdersstockholders of the Company, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company Parent or Sub with respect to information supplied in writing by or on behalf of IHK or Merger Sub the Company expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK the Company or Merger Sub any of its Subsidiaries with the SEC. The Schedule 14D-9 Offer Documents and any other such other documents filed by the Company Parent or Sub with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of Act. (b) Neither the information supplied or to be supplied in writing by or on behalf of Parent or Sub for inclusion, nor the information incorporated by reference from documents filed by Parent or any of its Subsidiaries with the SEC, in the Schedule 14D-9, the Proxy Statement or any other documents to be filed by Parent, Sub or the Company for inclusion with the SEC or incorporation by reference any other Governmental or Regulatory Authority in connection with the Offer Documents or the Registration Statement Merger and the other transactions contemplated hereby will on Form S-4 (together the date of its filing or, with all amendments theretorespect to the Schedule 14D-9, on the "Registration Statement") to be date it is filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act first published, sent or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed given to stockholders of the Company, or or, in the case of the Proxy Statement, at the time date it is mailed to stockholders of the Company Stockholder and at the date of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information Supplied. (a) The Schedule 14D-9 and any other documents information to be filed supplied by or on behalf of IMOS for inclusion or incorporation by reference in the Company with Form F-4, the SEC Form F-6 or any other governmental the Form 8-A, shall not at the time the Form F-4, the Form F-6 or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it Form 8-A is filed with the SEC and first publishedSEC, sent at any time it is amended or given to stockholderssupplemented, or at the time the Form F-4, the Form F-6 or the Form 8-A is declared effective by the SEC, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in any such document or necessary in order to make the statements thereinin any such document, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect . (b) The information to information be supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company IMOS for inclusion or incorporation by reference in (i) the Offer Documents or Schedule 13E-3, (ii) the Registration Statement on Form S-4 Proxy Statement/Prospectus, and (iii) any filing by ChipMOS Taiwan with the Financial Supervisory Commission, the Central Bank of the ROC, the TSEC, and the Hsinchu Science Park Administration in respect of the Merger, including the required financial statements (together with all any amendments theretoor supplements, and together with any other filings by ChipMOS Taiwan in respect of the Merger, the "Registration Statement"“ChipMOS Taiwan Disclosure Documents”) to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock will (A) in the Merger case of the Schedule 13E-3 and as contemplated by Section 2.06 will the Proxy Statement/Prospectus, at the time of the Registration Statement becomes effective under filing thereof, at the Securities Act or time of the mailing of the Proxy Statement/Prospectus to the IMOS Shareholders, at the time of the IMOS Shareholder Meeting, and at the Effective Time, and (B) in the case of each of the ChipMOS Taiwan Disclosure Documents, at the time of the filing thereof, at the time of the mailing thereof to the ChipMOS Taiwan Shareholders, at the time of the ChipMOS Taiwan Shareholder Meeting and at the Effective Time, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein such document or necessary in order to make the statements thereinin any such document, in light of the circumstances under which they are made, not misleading. If at any time prior to Notwithstanding the time of such meetingforegoing, any event IMOS makes no representation or warranty with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion ChipMOS Taiwan which is contained or incorporated by reference in the Proxy Statement or Schedule 13E-3, the Registration StatementForm F-4, shall occur which is required to be described in an amendment ofthe Form F-6, or a supplement tothe Form 8-A, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act /Prospectus and the rules and regulations thereunderChipMOS Taiwan Disclosure Documents (collectively, the “Disclosure Filings”).

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

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

Information Supplied. (a) The Schedule 14D-9 Company shall promptly prepare and any other documents file with the SEC the Prospectus/Proxy Statement, and Parent shall prepare and file with the LA_LAN01:179306.23 SEC the Registration Statement on Form S-4 to be filed by the Company with the SEC or any other governmental or regulatory authority by Parent in connection with the Offer issuance of shares of Parent Common Stock in the Merger (including the proxy statement and prospectus (the “Prospectus/ Proxy Statement”) constituting a part thereof) (the “S-4 Registration Statement”) as promptly as practicable. Parent and the Company each shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the Prospectus/Proxy Statement to the stockholders of the Company. Parent shall also use its reasonable best efforts to satisfy prior to the effective date of the S-4 Registration Statement all necessary state securities law or “blue sky” notice requirements in connection with the Merger and to consummate the other transactions contemplated hereby by this Agreement and will notpay all expenses incident thereto. (b) The Company and Parent each agrees, on as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the S-4 Registration Statement will, at the time the S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of its filing or, with respect mailing to stockholders and at the Schedule 14D-9, on times of the date it is filed meetings of stockholders of the Company to be held in connection with the SEC and first published, sent or given to stockholdersMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 Company and any such other documents filed by Parent will cause the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will Form S-4 to comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Securities Act and the rules and regulations thereunder.

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

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. (i) None of the information supplied or to be supplied by the Company BT for inclusion or incorporation by reference in (A) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretoF-4 will, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement Form F-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and none of the information supplied or to be supplied by the Company and included or incorporated by reference in (B) the Proxy Statement (as defined in Section 6.02)Statement/Prospectus and, as supplemented if necessaryapplicable, the Schedule 13E-3 will, at the date it is first mailed to MCI stockholders of the Company, or at the time of the Company Stockholder MCI Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at The BT Disclosure Document and any time prior supplements thereto and any other circulars or documents issued to shareholders, employees or debentureholders of BT will contain all particulars relating to BT and MCI required to comply in all material respects with all United Kingdom statutory and other legal provisions (including, without limitation, the time Companies Act, the FSA and the rules and regulations made thereunder and the rules and requirements of the LSE) and all such information contained in such documents will be substantially in accordance with the facts and will not omit anything material likely to affect the import of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in information. The Form F-4 and the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, /Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. (ii) The information supplied or to be supplied by BT for inclusion in the BT Disclosure Document will, on the date the BT Disclosure Document is first mailed to shareholders of BT, and at the time of the BT Shareholder Meeting, comply with the provisions of section 146 of the FSA. (iii) Notwithstanding the foregoing provisions of this Section 3.2(e), no representation or warranty is made by BT with respect to statements made or incorporated by reference in the Form F-4, the Proxy Statement/Prospectus, the Schedule 13E-3 (if applicable) or the BT Disclosure Document based on information supplied by MCI for inclusion or incorporation by reference therein.

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

Information Supplied. (a) The Company agrees that none of the information included or incorporated by reference in (i) the Offer Documents or the Schedule 14D-9 and or any other documents information statement to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and pursuant to Rule 14f-1 under the other transactions contemplated hereby will notExchange Act (the "INFORMATION STATEMENT") will, on at the date of its filing ortime it is filed with the SEC or first published, with respect sent or given to the Schedule 14D-9Company's stockholders, on or at the time of any amendment or supplement thereof, or (ii) the Proxy Statement will, at the date it is filed with the SEC and first publishedor mailed to the Company's stockholders, sent at the time of the Company Stockholders Meeting or given to stockholdersat the time of any amendment or supplement thereof, in each case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation covenant is made by the Company with respect to statements made in the Proxy Statement, the Offer Documents, the Schedule 14D-9 or the Information Statement based on information supplied in writing by Rexam or on behalf of IHK or Merger Sub expressly specifically for inclusion therein and information incorporated or incorporation by reference therein from documents filed by IHK or Merger Sub with the SECtherein. The Proxy Statement, Offer Documents, the Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law Information Statement will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as and the case may be. None rules and regulations promulgated thereunder. (b) Rexam and Sub agree that none of the information supplied or to be supplied by the Company Rexam or Sub specifically for inclusion in the Proxy Statement, the Offer Documents, the Schedule 14D-9 or incorporation the Information Statement will (except to the extent revised or superseded by reference in amendments or supplements contemplated hereby), at the date (i) the Offer Documents or the Registration Information Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be is filed with the SEC by IHK in connection or first published, sent or given to the Company stockholders or (ii) the Proxy Statement is filed with the issuance of shares of IHK Common Stock in SEC or mailed to the Merger and as contemplated by Section 2.06 will Company's stockholders or at the time of the Registration Statement becomes effective under the Securities Act or at the Effective TimeCompany Stockholders Meeting, in each case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company agrees that none of the information supplied by it to Rexam specifically for inclusion in the Circular will, at the date it is filed with the London Stock Exchange or mailed to the Rexam's shareholders, at the time of the Rexam Shareholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Circular based on information supplied by Rexam or Sub specifically for inclusion or incorporation by reference therein. (d) Rexam and Sub agree that none of the information supplied or to be supplied by the Company and included Rexam or incorporated by reference Sub specifically for inclusion in the Proxy Statement Circular will (as defined in Section 6.02except to the extent revised or superseded by amendments or supplements contemplated hereby), as supplemented if necessary, will, at the date the Circular is filed with the London Stock Exchange or mailed to stockholders of the Company, Rexam's shareholders or at the time of the Company Stockholder Rexam Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

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

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

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

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

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

Information Supplied. The Schedule 14D-9 and None of the Offer Documents or any other amendment or supplement thereto, at the respective times such documents to be are filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to the Company's stockholders, will contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, misleading except that no representation is made by the Company Parent or Purchaser with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with specifically for inclusion in the SEC under the Exchange Act Offer Documents or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act amendment or other applicable law, as the case may besupplement. None of the information supplied or to be supplied by the Company Parent or Purchaser for inclusion or incorporation by reference in the Offer Documents or Schedule 14D-9 will, at the Registration Statement on Form S-4 (together with all amendments thereto, the "Registration Statement") to be time such documents are filed with the SEC by IHK in connection with or distributed to the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective TimeCompany's stockholders, contain contains any untrue statement statements of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time the Parent or Purchaser shall obtain knowledge of any facts with respect to itself, any of its officers and none directors or any of its Subsidiaries that would require the supplement or amendment to the Offer Documents or the information supplied by Parent or to be supplied by the Company and included Purchaser for inclusion or incorporated incorporation by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary Schedule 14D-9 in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or to comply with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statementapplicable Laws, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy StatementSEC and, insofar as it relates required by Law, disseminated to other information supplied by the stockholders of the Company, and in the event the Company for inclusion therein, will comply shall advise Parent or Purchaser as to form in all material respects with the provisions its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the Exchange Act foregoing documents, Parent or Purchaser shall promptly amend or supplement such document as required and distribute the rules and regulations thereunder.same to the Company's stockholders. ARTICLE 6

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

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

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

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

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

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

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

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

Information Supplied. (a) The Schedule 14D-9 Company agrees, as to itself and its Subsidiaries, that none of the information included or incorporated by reference (i) in the Proxy Statement and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Shareholder Meeting, and (ii) in any other documents filings required to be filed made by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer Amalgamation, or any amendment or supplement thereto (collectively, the “Other Filings”), at the time of filing and the other transactions contemplated hereby at any distribution or dissemination thereof, will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, except however, that no representation is made by the Company’s covenants contained in clauses (i) and (ii) above will not apply to statements or omissions included in the Proxy Statement or any Other Filings based upon information furnished in writing to the Company with respect to information supplied in writing by Parent or on behalf of IHK or Merger Amalgamation Sub expressly specifically for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SECuse therein. The Schedule 14D-9 Company agrees that the Proxy Statement and any such other documents Other Filings, and any amendments or supplements thereto, when filed by the Company with the SEC under SEC, or when distributed or otherwise disseminated to the Exchange Act or with any other Governmental Entity under applicable law Company’s shareholders, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act or (including a form of proxy statement that complies as to form in all material respects with the requirements of Section 14(a) of the Exchange Act as if such section were applicable to the Company) and other applicable lawLaws. (b) Parent agrees, as the case may be. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretoitself and Amalgamation Sub, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that none of the information supplied or to be supplied by the Company and included it or incorporated by reference Amalgamation Sub in writing specifically for use in (i) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, willand any amendment or supplement thereto, at the date mailed of mailing to stockholders of the Company, or shareholders and at the time of the Company Stockholder Shareholders Meeting, or (ii) any Other Filing, at the time of filing and at any distribution or dissemination thereof, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

Information Supplied. (a) The Schedule 14D-9 proxy statement relating to the Company Stockholders' Meeting (as defined in SECTION 6.03(b)), as amended or supplemented from time to time (as so amended and supplemented, the "PROXY STATEMENT"), and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority (including, without limitation, under the 0000 Xxx) in connection with the Offer Merger and the other transactions contemplated hereby will (in the case of the Proxy Statement and any such other documents filed with the SEC under the Exchange Act or the Securities Act), comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act, respectively, and will not, on the date of its filing or, with respect to in the Schedule 14D-9case of the Proxy Statement, on at the date it is filed with mailed to stockholders of the SEC Company and first published, sent or given to stockholdersat the time of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK HoldCo, ScottishPower, the Partnership or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK HoldCo, ScottishPower or Merger Sub any of their respective Subsidiaries with the SEC. . (b) The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company for inclusion in any filing by HoldCo or incorporation by reference ScottishPower with the LSE in respect of the Offer Documents or Merger (including, without limitation, the Registration Statement on Form S-4 Class 1 circular to be issued to shareholders of ScottishPower (the "CIRCULAR"), and the listing particulars under Part IV of the Financial Services Xxx 0000 of the United Kingdom (the "FSA") relating to HoldCo Ordinary Shares (the "LISTING PARTICULARS") and the Scheme Document (together with all any amendments or supplements thereto, the "Registration StatementSCOTTISHPOWER DISCLOSURE DOCUMENTS") will, at all relevant times, include all information relating to the Company, and information which is within the knowledge of each of the directors of the Company (or which it would be filed reasonable for them to obtain by making inquiries), which, in each case, is required to enable the ScottishPower Disclosure Documents and the parties hereto to comply in all material respects with all United Kingdom statutory and other legal and regulatory provisions (including, without limitation, the Companies Act (as defined in SECTION 4.02(a), the FSA and the rules and regulations made thereunder, and the rules and requirements of the LSE) and all such information contained in such documents will be substantially in accordance with the SEC by IHK in connection with facts and will not omit anything material likely to affect the issuance import of shares such information. (c) Notwithstanding the foregoing provisions of IHK Common Stock in the Merger and as contemplated by this Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act 3.09, no representation or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied warranty is made by the Company and included with respect to statements made or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other ScottishPower Disclosure Documents based on information supplied by HoldCo, ScottishPower or the Company Partnership expressly for inclusion therein, will comply as or incorporation by reference therein or based on information which is not incorporated by reference in such documents but should have been disclosed pursuant to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderSECTION 4.09.

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

Information Supplied. The Schedule 14D-9 and any other documents to be filed by the Company with the SEC or any other governmental or regulatory authority in connection with the Offer and the other transactions contemplated hereby will not, on the date of its filing or, with respect to the Schedule 14D-9, on the date it is filed with the SEC and first published, sent or given to stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company IMS for inclusion or incorporation by reference in (i) the Offer Documents or the Registration Statement on Form S-4 (together with all amendments theretowill, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act or at the Effective TimeAct, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied misleading or to be supplied by the Company and included or incorporated by reference in (ii) the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date it is first mailed to stockholders of the Company, 's stockholders or at the time of the Company Stockholder Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, Form S-4 will comply as to form in all material respects with the provisions requirements of the Exchange Securities Act and the rules and regulations promulgated thereunder, except that no representation is made by IMS with respect to statements made or incorporated by reference therein based on information supplied in writing by the Company specifically for inclusion or incorporation by reference therein. 63 Exhibit D IMS Exchange Ratio If the IMS Common Stock Price is above the Base Price plus the Second Threshold, the IMS Exchange Ratio shall be .2532 multiplied by the IMS Adjustment Factor, subject to a downward adjustment (the "Excess Ratio Adjustment") for each dollar (or portion thereof) by which the IMS Common Stock Price exceeds the Base Price plus the Second Threshold (the "Excess"). The Excess Ratio Adjustment shall be as specified opposite the applicable Excess in the table below (subject to straight line interpolation (rounded to the nearest 1/10,000th) between the nearest two indicated Excess amounts to give effect to fractions of a dollar).

Information Supplied. The Schedule 14D-9 and any other documents (a) Each document required to be filed by the Company with the SEC or any other governmental required to be distributed or regulatory authority otherwise disseminated to the Company’s shareholders in connection with the Offer Transactions (the “Company Disclosure Documents”), including the Schedule 14D-9, the proxy or information statement of the Company (the “Company Proxy Statement”), if any, to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the other transactions contemplated hereby will notapplicable requirements of the Exchange Act. Notwithstanding the foregoing or the representations and warranties contained in Section 4.10(b), on the date of its filing or, Company makes no representation or warranty with respect to the Schedule 14D-9information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporated by reference in any Company Disclosure Document. (b) The (i) Company Proxy Statement (and any amendments thereof or supplements thereto), on the date it is filed first mailed to shareholders of the Company, at the time of the Company Shareholders Meeting and as of the time of any amendments thereof or supplements thereto, and (ii) any Company Disclosure Document (other than the Company Proxy Statement), at the time of the filing with the SEC of such Company Disclosure Document or any supplement or amendment thereto and first publishedat the time of any distribution or dissemination thereof, sent or given to stockholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made . (c) All of the information provided or to be provided by the Company with respect to information supplied in writing by or on behalf of IHK or Merger Sub expressly for inclusion therein and information incorporated by reference therein from documents filed by IHK or Merger Sub with the SEC. The Schedule 14D-9 and any such other documents filed by the Company with the SEC under the Exchange Act or with any other Governmental Entity under applicable law will comply as to form in all material respects with the requirements of the Exchange Act or other applicable law, as the case may be. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in the Offer Documents Parent Shareholder Circular or in any notification to any regulatory information service approved by the Registration Statement on Form S-4 (together with all amendments theretoUK Listing Authority supplemental to the Parent Shareholder Circular, the "Registration Statement") to be filed with the SEC by IHK in connection with the issuance of shares of IHK Common Stock in the Merger and as contemplated by Section 2.06 will at the time the Registration Statement becomes effective under the Securities Act Parent Shareholder Circular is first mailed to shareholders of Parent or at the Effective Timetime any such supplemental notification is made, respectively, and (in both cases) at the time such shareholders vote on the resolutions set forth in the Parent Shareholder Circular, will be in accordance with the facts and will not omit anything likely to affect the import of such information. The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO, at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Proxy Statement (as defined in Section 6.02), as supplemented if necessary, will, at the date mailed to stockholders of the Company, or at the time of the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. If at any time prior to the time of such meeting, any event with respect to the Company or any Company Subsidiary, or with respect to other information supplied by the Company for inclusion in the Proxy Statement or the Registration Statement, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the Registration Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.