Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the 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, 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the The information supplied or to be supplied by or on behalf of Parent or either BioTime and Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement and the Registration Statement will not, (a) in the Form S-4 willcase of the Registration Statement, at the time the Form S-4 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes is declared effective under the Securities Act, 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not false or misleading and (except that b) in the case of the Joint Proxy Statement, as of the date the Joint Proxy Statement is first mailed to the shareholders of BioTime and the stockholders of Asterias, and at the time of the BioTime Special Meeting and the Asterias 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 were made, not false or misleading. Notwithstanding the foregoing sentence, BioTime and Merger Sub make no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly with respect to the Company or any Company Subsidiaries or to statements made therein based on information supplied by Asterias or on behalf any of its Representatives for inclusion in any of the Company foregoing documents. The information supplied by BioTime for inclusion or incorporation by reference therein). The in the Joint Proxy Statement and the Registration Statement will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent, any of its Subsidiaries or the Parent or either Merger Sub External Adviser expressly for inclusion or incorporation by reference in (a) the Form S-4 N-14 will, at the time the Form S-4 N-14 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make therein, in light of the statements therein circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders stockholders of the shares Company and stockholders of Company Common Stock and Parent Common Stock and Parent, at the time of the Company Stockholders Stockholders’ Meeting and at the time of the Parent Stockholders Stockholders’ Meeting, as applicable, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Acquisition Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the “Form S-4”) will, at the time the 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, 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 or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock Company’s stockholders and Parent Common Stock and Parent’s stockholders or at the time of the Company Stockholders Meeting and at the time of or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the 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 Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Share Issuance (the “Form S-4”) will, at the time the 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, 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 or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company’s stockholders or Parent’s stockholders or at the time of the Company Stockholders Meeting and at the time of or the Parent Stockholders MeetingMeeting (as defined in Section 6.01(e)), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub in writing for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (ai) the Form S-4 Registration Statement to be filed with the Commission by Parent in connection with the transactions contemplated by this Agreement will, at the time the Form S-4 Registration Statement is filed with the SECCommission, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company’s shareholders, or at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Shareholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of Applicable Law, except that no representation is made by the Exchange Act and Company with respect to statements made or incorporated by reference therein based on information supplied by Parent in writing for inclusion or incorporation by reference in the rules and regulations promulgated thereunderProxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (a) the Form S-4 F-4 will, at the time the Form S-4 F-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, 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 (b) the Joint . The Proxy Statement willwill not, at on the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company’s stockholders, or at the time of the Company Stockholders Stockholders’ Meeting and or at the time of the Parent Stockholders Meetingany amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and Act. Notwithstanding the rules and regulations promulgated thereunderforegoing, 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 Parent, Merger Sub or any Affiliate of Parent or Merger Sub expressly for inclusion therein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (ai) the Form S-4 will, at the time the 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, 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 (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of The information relating to the information supplied or to be Company and the Company Subsidiaries supplied by or on behalf of Parent the Company and which is to be contained in, or either Merger Sub for inclusion or incorporation incorporated by reference in (a) in, the Joint Proxy Statement and the Form S-4 will(and any amendment or supplement thereto) will not, on the date the Joint Proxy Statement is first mailed to Company Stockholders or at the time the Form S-4 (and any amendment or supplement thereto), is filed with the SEC, and at is declared effective by the SEC or is first mailed to Company Stockholders, contain any time it is amended untrue statement of any material fact or supplemented omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time it becomes effective and in light of the circumstances under which they were made, not false or misleading. The Joint Proxy Statement and the Securities Act, Form S-4 (i) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder 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 to make the statements therein not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not misleading (except that misleading. Notwithstanding the foregoing provisions of this Section 3.20, no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company with respect to information or any Company Subsidiaries or to statements made therein based on or incorporated by reference in the Joint Proxy Statement or the Form S-4, which information or statements were not supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderCompany.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub any of its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading, misleading and (b) the Joint Proxy Statement will, at the date it it, or any amendment or supplement to it, is mailed to holders stockholders of the shares Company and stockholders of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Stockholders’ Meeting and at the time of the Parent Stockholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company 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 issuance of shares of Parent Common Stock in the Merger (the "S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or supplemented, at the time it becomes effective under the Securities ActAct 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 (b) none of the information supplied or to be supplied by the Company and included or incorporated by reference in the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders stockholders of the shares Company and at the date mailed to stockholders of Company Common Stock and Parent Common Stock and or at the time of the Company Stockholders Meeting and meeting of such stockholders to be held in connection with the Merger or at the time of the Parent Stockholders MeetingEffective Time, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly misleading. The Joint Proxy Statement, insofar as it relates to the Company or any Company its Subsidiaries or to statements made therein based on other information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement , will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the "Form S-4") will, at the time the Form S-4 is filed with the SEC, SEC and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders the shareholders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Shareholders' Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent or Sub specifically for inclusion or incorporation by reference therein)in the Form S-4 or the Proxy Statement. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Information Supplied. None of The information relating to Parent and its subsidiaries included in the information supplied Proxy Statement/Prospectus, the Form S-4, and any other documents filed or furnished with or to be supplied by the SEC pursuant to the Securities Act or the Exchange Act in each case in connection with the Merger shall not, on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (a) the Form S-4 will, at the time date the Form S-4 is filed with declared effective (and any amendment or supplement thereto), the SECdate the Proxy Statement/Prospectus is mailed to the Company’s stockholders, and at any time it is amended or supplemented or at the time it becomes effective under of the Securities ActCompany Stockholder Meeting, 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not misleading (except that no misleading. No representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or with respect to statements made therein in the Proxy Statement/Prospectus, the Form S-4 or any other document filed or furnished with or to the SEC or pursuant to the Securities Act or the Exchange Act based on information supplied by or on behalf of the Company expressly for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (a) the 32 23 registration statement on Form S-4 to be filed with the SEC by the Parent in connection with the Merger (such registration statement, together with any amendments or supplements thereto, the "REGISTRATION STATEMENT") and (b) the Proxy Statement (as defined below) to be filed with the SEC by the Company and the Parent in connection with the meeting of the Unitholders (the "COMPANY UNITHOLDERS' MEETING") and the meeting of the shareholders of the Parent (the "PARENT SHAREHOLDERS' MEETING") to be conducted or held in connection with their respective approvals of the Merger, the Transaction Documents and the issuance of the Parent Shares in connection with the Merger, as the case may be, will, at the time the Form S-4 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities ActAct or at the time the Proxy Statement is mailed to the Unitholders and the Parent shareholders, contain as the case may be, contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are were made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereundermisleading.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Purchaser set forth in Section 4.4, neither the Schedule 14D-9 nor any information supplied (or to be supplied supplied) in writing by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (a) the Form S-4 Offer Documents will, at the time respective times the Form S-4 is Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto are filed with the SEC, and at any time it is amended or supplemented SEC or at the time it becomes effective under they are first published, sent or given to the Securities Actholders of Company Common Stock, 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 made therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint . The Proxy Statement will(if any) will not, at on the date it or any amendment or supplement is first mailed to the holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders MeetingStock, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading misleading, and will not, at the time of the Company Stockholders Meeting (except that no representation or warranty if such a meeting is made by Parent or either Merger Sub regarding such portions thereof that relate expressly held), omit to state any material fact necessary to correct any statement in any earlier communication from the Company with respect to the Company Stockholders Meeting which shall have become false or misleading in any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)material respect. The Joint Proxy Statement (if any) and the Schedule 14D-9 will comply as to form in all material respects with the applicable requirements of the Exchange Act and Act. Notwithstanding the rules and regulations promulgated thereunderforegoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the IAC Parties for inclusion or incorporation by reference in (a) the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement 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, contain any untrue statement of 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 the light of the circumstances under which they are made, not misleading, and or (b) the Joint Proxy Statement Statement/Prospectus will, at the date it or any amendment or supplement is first mailed to the holders of the shares of Company Common IAC Capital Stock and Parent Common Stock and or at the time of the Company Stockholders Meeting and IAC Stockholder Meeting, or at the date it is first mailed to the holders of Match Capital Stock or at the time of the Parent Stockholders Match Stockholder Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or IAC Parties with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Match for inclusion or incorporation by reference therein). The in the Registration Statement or the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderStatement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent or either Merger Sub External Adviser expressly for inclusion or incorporation by reference in (a) the Form S-4 N-14 will, at the time the Form S-4 N-14 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, 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders stockholders of the shares Company and stockholders of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Stockholders’ Meeting and at the time of the Parent Stockholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Parent or either Merger Sub External Adviser regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Acquiror in connection with the issuance of Acquiror Common Stock in the Merger (the "Form S-4") will, at the time the 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, 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 misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company's stockholders or at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the 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 Acquiror or Merger Sub specifically for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (a) the Form S-4 joint Rule 13e-3 Transaction Statement to be filed with the SEC in respect of the Merger (the “Schedule 13E-3”) (insofar as it relates to the Company and the Company’s Subsidiaries) will, at the time the Form S-4 such document is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany’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 are made, not misleading, and or (b) the Joint Proxy Statement (insofar as it relates to the Company and the Company’s Subsidiaries) will, at the date it (or any amendment or supplement thereto) is mailed first published, sent or given to holders shareholders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders MeetingCompany, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading. The Schedule 13E-3 and the Proxy Statement will comply in all material respects with the Securities Laws, except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or with respect to statements made or incorporated by reference therein based on information supplied by Parent, Alkaloida, TDC, SPH or on behalf of the Company Merger Sub for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by the Parent in connection with the Parent Stock Issuance (the “Form S-4”) will, at the time the Form S-4 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, 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders . None of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries information supplied or to statements made therein based on information be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement to be filed with the SEC and sent to the Company Shareholders in connection with the Merger and the other transactions contemplated by this Agreement (including any amendments or supplements thereto, the “Proxy Statement”) will, at the date it is first mailed to the Company Shareholders or at the time of the Company Shareholder 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. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (ai) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or supplemented, and 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 to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or (and any amendment or supplement thereto) is first mailed to holders the stockholders of the shares Company and the stockholders of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Stockholders’ Meeting and at the time of the Parent Stockholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)Parent. The portions of the Joint Proxy Statement supplied by the Company will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company in writing for inclusion or incorporation by reference in (ai) the Registration Statement on Form S-4 of Parent (together with any amendments or supplements thereto, the “Form S-4”) to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger will, at the time the Form S-4 is filed with the SEC, SEC and at any time it is amended or supplemented or at the time it the Form S-4 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 made therein, in light of the circumstances under which they were made, not misleading, ; and (bii) the Joint Proxy Statement Statement/Prospectus will, at the date it or any amendment or supplement the Proxy Statement/Prospectus is first mailed to holders the shareholders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Shareholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading (except that misleading. Notwithstanding the foregoing, the Company makes no representation or warranty is made with respect to any information provided by Parent or either required to be provided by Parent, Merger Sub regarding such portions thereof that relate expressly to and/or by their auditors, legal counsel, financial advisors or other consultants or advisors specifically for use in the Company Form S-4 or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderStatement/Prospectus.

Information Supplied. None The information supplied by the Company in writing relating to the Company and Company Subsidiaries to be contained in the Proxy Statement or Other Filings will not, in the case of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (a) the Form S-4 willProxy Statement, at the date it is first mailed to the Company’s stockholders and at the time of the Form S-4 Company Stockholders’ Meeting and at the time of any amendment or supplement thereto, and in the case of the Other Filings, at the date it is first mailed to the Company’s stockholders or at the date it is first filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Actwill 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made (or omitted to be made) by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or Subsidiary with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf Merger Sub in connection with the preparation of the Company Proxy Statement for inclusion or incorporation by reference therein). The Joint Proxy Statement All documents that the Company is responsible for filing with the SEC in connection with the Merger, or the other transactions contemplated by this Agreement, will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub any Acquiror Party in writing specifically for inclusion or incorporation by reference in (ai) the Form S-4 Registration Statement will, at the time the Form S-4 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 ActAct contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Proxy Statement will, at the time it is first mailed to the Acquiror Shareholders, at the time it is supplemented or 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 to make the statements therein not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that misleading. Notwithstanding anything to the contrary herein, no Acquiror Party makes any representation or warranty is made by Parent (including under Section 6.08, this Section 6.17 or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or otherwise) with respect to statements made therein or incorporated by reference in the Proxy Statement/Registration Statement to the extent such statements are based on information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent the Company or either Merger Sub any other Company Party 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 Parent Stock Issuance (the “Form S-4”) will, at the time the Form S-4 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, 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 (b) . None of the Joint information supplied or to be supplied by or on behalf of the Company or any other Company Party for inclusion or incorporation by reference in the Proxy Statement Statement/Information Statement/Prospectus will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Stockholders or Parent Common Stock and Stockholders, or at the time of the Company Stockholders Meeting and Meeting, or at the time of the Parent Stockholders Meetingany amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement Statement/Information Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and Act. Notwithstanding the rules and regulations promulgated 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 or the other Company Parties.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Article IV, none of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (a) the Joint Proxy Statement/Prospectus and the Form S-4 (and any amendment or supplement thereto) will, at the time the Form S-4 such document is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany’s or Parent’s stockholders, contain any untrue statement of a any 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 false or misleading, . Parent and (b) Merger Sub shall use commercially reasonable efforts to ensure the Joint Proxy Statement will, at Statement/Prospectus and the date it or any amendment or supplement is mailed Form S-4 (i) will comply as to holders form in all material respects with the requirements of the shares of Company Common Stock Exchange Act and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, (ii) will not contain any untrue statement of a any material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they are made, not misleading (false or misleading, except that Parent and Merger Sub will make no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or with respect to statements made included or incorporated by reference therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Form S-4") will, at the time the 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, 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 (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of Parent's stockholders or the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and Company's stockholders or at the time of the Parent Stockholders MeetingMeeting or the effectiveness of the Company Action by Written Consent (as such terms are defined in Section 6.01 below), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that misleading. The Company makes no representation or warranty is made with respect to any information provided by or required to be provided by Parent or either Merger Sub regarding such portions thereof that relate expressly to any Parent Subsidiary and/or by the Company Parent's auditors, legal counsel, financial advisors or any Company Subsidiaries other consultants or to statements made therein based on information supplied by advisors specifically for use in the Form S-4 or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderStatement.

Information Supplied. None of the information supplied or to be supplied in writing by Parent, Sun Global or on behalf of Parent or either Merger Sub or any of their affiliates for inclusion or incorporation by reference in (a) the Form S-4 Schedule 13E-3 will, at the time the Form S-4 such document is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany’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 therein, in light of the circumstances under which they are made, not misleading, and or (b) the Joint Proxy Statement will, at the date it (or any amendment or supplement thereto) is mailed filed with the SEC or first published, sent or given to holders stockholders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders MeetingCompany, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading misleading. The Schedule 13E-3 (except that insofar as it relates to Parent or its affiliates) will comply in all material respects with the Securities Laws. Notwithstanding the foregoing, no representation or warranty is made by Parent Parent, Sun Global or either Merger Sub regarding such portions thereof that relate expressly with respect to statements made or incorporated by reference in any of the foregoing documents based on information supplied by the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company Subsidiary for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or supplemented, and 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 to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or (and any amendment or supplement thereto) is first mailed to holders the stockholders of the shares Company and the stockholders of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Stockholders’ Meeting and at the time of the Parent Stockholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company for inclusion Parent or incorporation by reference therein)Merger Sub. The Joint Proxy Statement will will, with respect to information regarding the Company, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Article V, none of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (a) the Joint Proxy Statement/Prospectus and the Form S-4 (and any amendment or supplement thereto) will, at the time the Form S-4 such document is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany’s or Parent’s stockholders, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation false or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Company shall use commercially reasonable efforts to ensure the Joint Proxy Statement Statement/Prospectus and the Form S-4 (i) will comply as to form in all material respects with the requirements of the Exchange Act and (ii) will not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary to make the rules and regulations promulgated thereunderstatements therein, in light of the circumstances under which they are made, not false or misleading, except that the Company will make no representation or warranty with respect to statements included or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") will, at the time the 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, contain any untrue statement of 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 misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company's stockholders or Parent's stockholders or at the time of the Company Stockholders Meeting and at the time of or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such misleading. The portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement supplied by the Company will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent the Company or either Merger Sub any of its Subsidiaries specifically for inclusion or incorporation by reference in (ai) the Form S-4 to be filed with the SEC by Purchaser in connection with the Purchaser Share Issuance will, at the time the Form S-4 is filed with the SEC, SEC and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and misleading or (bii) the Joint Proxy Statement Statement/Prospectus will, at the date it or any amendment or supplement the Joint Proxy Statement/Prospectus is first mailed to holders the respective stockholders of the shares of Company Common Stock and Parent Common Stock Purchaser and at the time of the Company Stockholders Meeting and at the time of the Parent Purchaser Stockholders Meeting, respectively, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not misleading (except that misleading. Notwithstanding the foregoing, the Company makes no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly with respect to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion Purchaser or incorporation any of its Representatives which is contained or incorporated by reference therein). The in the Form S-4 or the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderStatement/Prospectus.

Information Supplied. None of the The information supplied or to be supplied by or on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (a) the registration statement on Form S-4 will, shall not at the time the Form S-4 is filed with the SEC, SEC and at any time it is amended or supplemented or at the time it time it is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent for inclusion in the Securities ActProxy Statement shall not, on the date the Proxy Statement is first mailed to the stockholders of the Company, at the time of the Company Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading (except that no representation misleading. The representations and warranties contained in this Section 4.7 will not apply to statements or warranty is made omissions included or incorporated by Parent or either Merger Sub regarding such portions thereof that relate expressly to reference in the Proxy Statement based upon information furnished by the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company its representatives specifically for inclusion use or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent, Parent or either OP and Merger Sub for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 such document is filed with the SEC, and at any time it such document is amended or supplemented or at the time it becomes such document is declared effective under by the Securities ActSEC, contain any untrue statement of 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 or (b) the Joint Proxy Statement will, at the date that it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company’s stockholders or Parent’s stockholders, at the time of the Company Stockholders Stockholder Meeting and Parent Stockholder Meeting, at the time of the Parent Stockholders MeetingForm S-4 is declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement Statement, at the date such materials are first mailed to the Company’s stockholders or Parent’s stockholders and at the time of the Company Stockholder Meeting and the Parent Stockholder Meeting, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. No representation or warranty is made by Parent, Parent OP and Merger Sub in this Section 4.06 with respect to statements made or incorporated by reference therein based on information supplied by the Company, the Company OP, or any of their respective Representatives for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Parent or either Merger Sub for inclusion or incorporation by reference in (a) the Form S-4 willany Company Disclosure Document, at the time the Form S-4 is filed with the SEC, and at any time it is (as amended or supplemented supplemented), at the time provided to the Company's shareholders or (if applicable) creditors or at the time it becomes effective under of the Securities ActCompany General Meeting or (if applicable) any meeting of the Company's creditors in connection with the Transactions, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading. To the extent applicable, and (b) none of the Joint Proxy Statement willinformation supplied by the Parent or Merger Sub for inclusion or incorporation by reference in any Registration Statement, at the date it time filed (as amended or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and supplemented), at the effective time of the Company Stockholders Meeting and Registration Statement or at the time of the Parent Stockholders Meeting, Effective Time will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Registration Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act and Securities Act. Notwithstanding the rules and regulations promulgated thereunderforegoing, neither the Parent nor Merger Sub makes any representation or warranty with respect to any information supplied by the Company which is contained or incorporated by reference in the Company Disclosure Documents.

Information Supplied. None of the The information supplied or to be supplied by or on behalf of the Parent or either Merger Sub for -------------------- inclusion or incorporation by reference in (a) the Form S-4 will, Registration Statements shall not at the time the Form S-4 respective Registration Statement is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes declared 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 not misleading, and (b) . The information supplied by the Joint Parent for inclusion in the Proxy Statement will, Statement/Prospectus shall not at the date it or any amendment or supplement the Proxy Statement/Prospectus is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Members, at the time of the Company Stockholders Members' Meeting and at the time of Effective Time, and the information supplied by the Parent Stockholders Meetingfor inclusion in any other Prospectus shall not at the date such Prospectus is first delivered to offerees and at the effective date of such Prospectus, contain be false or misleading with respect to any untrue statement of a material fact required to be stated therein, or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they are made, not misleading (except that misleading. Notwithstanding the foregoing, the Parent makes no representation or warranty is made by Parent with respect to any information about, or either Merger Sub regarding such portions thereof that relate expressly to supplied or omitted by, the Members or the Company or which is contained in any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)foregoing documents. The Joint Proxy Statement will comply as Parent agrees to form in all material respects with defend and hold the requirements Members harmless from any violation of the Exchange Act this representation and the rules and regulations promulgated thereunderwarranty.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the Form S-4 will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or supplemented, and 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 to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or (and any amendment or supplement thereto) is first mailed to holders the stockholders of the shares Company and the stockholders of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Stockholders' Meeting and at the time of the Parent Stockholders Stockholders' Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company for inclusion Parent or incorporation by reference therein)Sub. The Joint Proxy Statement will will, with respect to information regarding the Company, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (as amended or supplemented from time to time, the "Form S- 4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or and 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 therein, in the light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock Company's stockholders and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Stockholders' Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and Act. Notwithstanding the rules and regulations promulgated thereunderforegoing, the Company makes no representation or warranty with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement, as the case may be.

Information Supplied. None of the information supplied or to be supplied in writing by or on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (ai) the Form S-4 S-4, including the Proxy Statement/Prospectus forming a part thereof, will, at the time the Form S-4 is filed with the SEC, SEC and at any time it is amended or supplemented or at the time it the Form S-4 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 made therein, in light of the circumstances under which they were made, not misleading, ; and (bii) the Joint Proxy Statement Statement/Prospectus will, at the date it or any amendment or supplement the Proxy Statement/Prospectus is first mailed to holders the shareholders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Shareholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading (except that no misleading. Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or warranty is made with respect to any information provided by Parent or either Merger Sub regarding such portions thereof that relate expressly required to be provided by the Company and/or by its auditors, legal counsel, financial advisors or any Company Subsidiaries other consultants or to statements made therein based on information supplied by advisors specifically for use in the Form S-4 or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderStatement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Share Issuance (the “Form S-4”) will, at the time the 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, 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 or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock Company’s shareholders and Parent Common Stock and Parent’s shareholders or at the time of the Company Stockholders Shareholders Meeting and at the time of (as defined in Section 6.01) or the Parent Stockholders MeetingShareholders Meeting (as defined in Section 6.01), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf any of Parent its Affiliates, directors, officers, employees, agents or either Merger Sub representatives for inclusion or incorporation by reference in (a) the Form S-4 and the Joint Proxy Statement/Prospectus or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, at the time the Form S-4 is filed with declared effective at the SECtime of mailing of the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) to the Company’s and Parent’s stockholders, at the time of the Company Stockholder Meeting and at any time it is amended or supplemented the Parent Stockholder Meeting or at the time it becomes effective under the Securities ActEffective Time be false or misleading with respect to any material fact, 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading (except that no representation or warranty is made by Parent necessary to correct any statement in any earlier communication. If, at any time prior to the Effective Time, any event or either Merger Sub regarding such portions thereof that relate expressly circumstance relating to the Company or any Company Subsidiaries of its Subsidiaries, or to statements made therein based on information supplied their respective officers or directors, should be discovered by or on behalf of the Company for inclusion which, pursuant to the Securities Act or incorporation by reference therein). The Exchange Act, should be set forth in an amendment or supplement to the Form S-4 or Joint Proxy Statement Statement/Prospectus, the Company shall notify Parent in writing. All documents that the Company is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the Exchange Securities Act and the rules and regulations promulgated thereunderExchange Act.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company Parties for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus will (a) in the case of the Form S-4 willS-4, at the time the Form S-4 such document is filed with the SEC, and at any time it such document is amended or supplemented or at the time it becomes is declared 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 therein, in light of the circumstances under which they are made, not misleading, and or (b) in the Joint case of the Proxy Statement willStatement/Prospectus, at on the date it or any amendment or supplement such Proxy Statement/Prospectus is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company’s stockholders or at the time of the Company Stockholders Meeting and Meeting, or at the time of that the Parent Stockholders MeetingForm S-4 is declared effective or at the Company Merger Effective Time, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading misleading. At each of the times described in the preceding sentence, the Form S-4 and the Proxy Statement/Prospectus will (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly with respect to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of Company, its directors and officers and the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will Subsidiaries) comply as to form in all material respects with the applicable requirements of the Exchange Act and Securities Laws. No representation or warranty is made hereunder as to statements made or incorporated by reference in the rules and regulations promulgated thereunderForm S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company or the Partnership.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by or on behalf of Parent or either Parent, Merger Sub or LLC specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 is or any amendments or supplements thereto are filed with the SEC, and at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at on the date it or any amendment or supplement is first mailed to holders stockholders of the shares Company and stockholders of Company Common Stock and Parent Common Stock Parent, and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that misleading. The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent, Merger Sub and LLC make no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly with respect to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements any of the Exchange Act and the rules and regulations promulgated thereunderforegoing documents.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (a) the Parent’s registration statement on Form S-4 (the “Registration Statement”) will, at the time the Form S-4 Registration Statement is filed with the SEC, SEC and at any time it is amended or supplemented or at the time it becomes effective under the Securities ActAct and (b) the joint proxy statement relating to the meeting of the Company’s stockholders and Parent’s stockholders to be held in connection with the Merger (the “Proxy/Prospectus”), if any, will, at the date the Proxy/Prospectus is mailed to stockholders of the Company or at the time of the meeting of stockholders of the Company 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 to make the statements therein not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made misleading. The portions of the Proxy/Prospectus supplied by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information regarding Parent or Merger Sub incorporated by reference in the Proxy/Prospectus or supplied by Parent or Merger Sub specifically for inclusion in the Proxy/Prospectus.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger or in respect of Company Stock Options pursuant to Section 5.6 (the "Form S-4") will, at the time the 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, 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 misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company's or Parent's stockholders or at the time of the Company Stockholders Meeting and at the time of or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the 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 Parent specifically for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (ai) the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement 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, 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 (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement the Joint Proxy Statement is first mailed to holders of the shares of Company Common Stock Company's and Parent Common Stock Parent's shareholders and at the time of the Company Stockholders Shareholders Meeting and at the time of the Parent Stockholders Parent's Shareholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement Statement, as it relates to the Parent Shareholders Meeting, will comply as to form in all material respects with the applicable requirements of the Exchange Act Act, and the rules and regulations promulgated thereunder, except that no representation or warranty 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. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 will, at the time the Form S-4 is to be filed with the SECSEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (bii) the Joint proxy statement relating to the meeting of the Company's stockholders to be held in connection with the Merger (the "Proxy Statement Statement") will, at the date it or any amendment or supplement is mailed to holders stockholders of the shares of Company Common Stock and Parent Common Stock and at the time times of the meeting or meetings of stockholders of the Company Stockholders Meeting and at to be held in connection with the time of Merger (the Parent "Stockholders Meeting"), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, therein not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub CT specifically for inclusion or incorporation by reference in (ai) the Form S-4 will, at the time the 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, 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 misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and CT's shareholders or at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders CT Shareholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act Act, respectively, and the rules and regulations promulgated thereunder, except that no representation or warranty is made by CT with respect to statements made or incorporated by reference therein based on information supplied by BT specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by or on behalf of Parent or either Merger Sub specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 is S-4, or any amendments or supplements thereto, are filed with the SEC, and at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Proxy/Information Statement will, at on the date it or any amendment or supplement is first mailed to holders stockholders of Parent and the shares stockholders of Company Common Stock and Parent Common Stock Parent, and at the time of the Company Parent Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading misleading. The Joint Proxy/Information Statement (except that no representation or warranty is made by Parent or either Merger Sub regarding for such portions thereof that relate expressly only to the Company or any Company Subsidiaries Subsidiary of the Company) will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements any of the Exchange Act and the rules and regulations promulgated thereunderforegoing documents.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company in writing for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 will, at the time the Form S-4 is to be filed with the SECSEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and misleading or (bii) the Joint proxy statement relating to the meeting of the Company's stockholders to be held in connection with the Merger (the "Proxy Statement Statement") will, at the date it or any amendment or supplement is mailed to holders stockholders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time meeting of stockholders of the Parent Stockholders MeetingCompany to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances in under which they are made, made not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly misleading. The Proxy Statement insofar as it relates to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf meeting of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement Company's stockholders to vote on the Merger will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Parent or Acquisition that is contained in or omitted from any of the foregoing documents.

Information Supplied. None of the information supplied relating to Company and the Company Subsidiaries contained in the Proxy Statement or to be supplied that is provided by or on behalf of Parent or either Merger Sub Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in any other document filed with any other Governmental Authority in connection with the transactions contemplated by this Agreement will (a) in the Form S-4 willcase of the Proxy Statement, at the time of the Form S-4 is filed with the SEC, and at any time it is amended or supplemented mailing thereof or at the time it becomes effective under the Securities ActCompany Stockholder Meeting is to be 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 or (b) with respect to any other document to be filed by Company with the Joint Proxy Statement willSEC in connection with the Merger or the other transactions contemplated by this Agreement, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of its filing with the Company Stockholders Meeting and at the time of the Parent Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading misleading. The Proxy Statement will (except with respect to Company, its officers and directors and the Company Subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or hereunder with respect to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation incorporated by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderby Parent.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the Form S-4 F-4 will, at the time the Form S-4 F-4 is filed with the SEC, and at any time it is amended or supplemented or supplemented, and 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 to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement Statement/Prospectus will, at the date it or (and any amendment or supplement thereto) is first mailed to holders the stockholders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent or HoldCo specifically for inclusion or incorporation by reference therein)in the Form F-4 or the Proxy Statement/Prospectus. The Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Information Supplied. None of the information supplied --------------------- or to be supplied by or on behalf of Parent or either Merger Sub Newco for inclusion or incorporation by reference in (ai) the Form S-4 will, at the time the 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, 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 or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company's shareholders or Parent's shareholders or at the time of the Company Stockholders Shareholders Meeting and at the time of or the Parent Stockholders Shareholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading. 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, except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or Newco with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, at the time the Form S-4 is filed with the SEC, SEC and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (bii) the Joint proxy statement relating to the meeting of the Company's stockholders to be held in connection with the Merger (the "Proxy Statement Statement") will, at the date it or any amendment or supplement is mailed to holders stockholders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time meeting of stockholders of the Parent Stockholders MeetingCompany to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances in under which they are made, made not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly misleading. The Proxy Statement insofar as it relates to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf meeting of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement Company's stockholders to vote on the Merger will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company expressly for inclusion or incorporation by reference reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Buyer’s stockholders and/or prospective investors with respect to the consummation of the Transactions or in any amendment to any of documents identified in (a) the Form S-4 through (c), will, at when filed, made available, mailed or distributed, as the time the 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 Actcase 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 therein, in light of the circumstances under which they are made, not misleading, . None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in any of the Closing Press Release and (b) the Joint Proxy Statement Closing Filing will, at the date it when filed or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meetingdistributed, as applicable, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to misleading. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion Buyer or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderits Affiliates.

Information Supplied. None of the information supplied -------------------- or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") will, at the time the 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, 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 misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company's stockholders or at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting(as defined below), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and Act, except that no representation or warranty is made by the rules and regulations promulgated thereunderCompany with respect to statements made or incorporated by reference therein based on information supplied by Parent specifically for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company 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 Merger (including any amendments thereto, the “Form S-4”) will, at the time the 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, 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in under which they are were made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to misleading. None of the Company or any Company Subsidiaries information supplied or to statements made therein based on information be supplied by or on behalf of the Company for inclusion or incorporation by reference in the proxy statement to be filed with the SEC and sent to the Company’s stockholders in connection with the Merger (including any amendments or supplements thereto, the “Proxy Statement”) will, at the date it is first mailed to the Company’s stockholders or at the time of the Company 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. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and Act. Notwithstanding the rules and regulations promulgated 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. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company in writing for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 will, at the time the Form S-4 is to be filed with the SECSEC by Parent in connection with the issuance of shares of Parent Common Stock in the Mergxx 0 00 (xxx "X-0") xxxl, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and misleading or (bii) the Joint proxy statement relating to the meeting of the Company's stockholders to be held in connection with the Merger (the "Proxy Statement Statement") will, at the date it or any amendment or supplement is mailed to holders stockholders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time meeting of stockholders of the Parent Stockholders MeetingCompany to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances in under which they are made, made not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly misleading. The Proxy Statement insofar as it relates to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf meeting of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement Company's stockholders to vote on the Merger will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Parent or Acquisition that is contained in or omitted from any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by Parent, Taro or on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (ai) the Form S-4 F-4 will, at the time the Form S-4 F-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, 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 or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement the Proxy Statement is first mailed to holders of the shares of Company Common Stock Company's stockholders and Parent Common Stock and Parent's stockholders or at the time of the Company Stockholders Company's Stockholders' Meeting and at the time of the Parent Stockholders Parent's Stockholders' Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement Form F-4 will comply as to form in all material respects with the requirements of the Securities Act and Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent, Taro or Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Form F-4.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in the Merger, or any of the amendments or supplements thereto (collectively, the “Registration Statement”), will, at the time the Form S-4 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or and 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 to make the statements therein not misleading, and or (bii) the Joint proxy statement for use relating to obtaining approval of the stockholders of the Company of the Merger (the “Proxy Statement Statement”) will, at the date it or any amendment or supplement time the Proxy Statement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company’s stockholders or at the time of the Company Stockholders Meeting and at meeting of Company’s stockholders to approve the time of the Parent Stockholders MeetingMerger, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent in writing specifically for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in the Merger, or any of the amendments or supplements thereto (collectively, the "Registration Statement"), will, at the time the Form S-4 Registration Statement is filed with the SEC, and at any time it is amended or supplemented or and 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 to make the statements therein not misleading, and or (bii) the Joint proxy statement for use relating to obtaining approval of the stockholders of the Company of the Merger (the "Proxy Statement Statement") will, at the date it or any amendment or supplement time the Proxy Statement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company's stockholders or at the time of the Company Stockholders Meeting and at meeting of Company's stockholders to approve the time of the Parent Stockholders MeetingMerger, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent in writing specifically for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub Island for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Boat in connection with the Mergers (the “Form S-4”) will, at the time the 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, 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 (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to each of the holders of the shares of Company Boat Common Stock and Parent Island Common Stock and at the time of each of the Company Boat Stockholders Meeting and at the time of the Parent Island Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding Island to such portions thereof that relate expressly to the Company Boat or any Company Subsidiaries of its Subsidiaries, including Holdco, Merger Sub A or Merger Sub B, or to statements made therein based on information supplied by or on behalf of the Company Boat for inclusion or incorporation by reference therein). The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act or Exchange Act Act, as applicable, and the rules and regulations promulgated thereunderother applicable Law.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub any of its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make therein, in light of the statements therein circumstances under which they are made, not misleading, misleading and (b) the Joint Proxy Statement Statement/Prospectus will, at the date it it, or any amendment or supplement to it, is mailed or sent to holders stockholders of the shares of Company Common Stock and Parent Common Stock and at the time of or the Company Stockholders Meeting and at the time of the Parent Stockholders Stockholder Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries of its Subsidiaries, or to statements made therein based on information supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference therein). The Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (a) in any current report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the Form S-4 SEC and the ASX) with respect to the Transactions, (b) in the Proxy/Registration Statement, (c) in the Scheme Booklet, (d) in the mailings or other distributions to the SPAC Shareholders, the Company Shareholders or prospective investors with respect to the consummation of the Transactions, (e) in any amendment to any of documents described in clauses (a) through (d) or (f) any announcement or public statement made in connection with the Transactions, will, at when filed, made available, mailed or distributed, as the time the 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 Actcase may be, contain (i) any material statement which is materially misleading or deceptive (with any statement of belief or opinion being honestly held and formed on a reasonable basis), including by way of omission from that statement, or (ii) 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no misleading. Notwithstanding the foregoing, Merger Sub does not make any representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly with respect to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of SPAC, the Company or any of their respective Affiliates for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements any of the Exchange Act and the rules and regulations promulgated thereunderforegoing documents.

Information Supplied. None of the information supplied included or to be supplied by or on behalf of Parent or either Merger Sub for inclusion or incorporation incorporated by reference in (a) the Form S-4 Company Proxy Statement or the Company Registration Statement will, (i) at the time the Form S-4 it is filed with the SEC, and (ii) at any time it is amended or supplemented supplemented, (iii) in the case of the Company Proxy Statement or any amendments thereto or supplements thereof, at the time the Company Proxy statement or such amendments or supplements are first mailed to the Company’s stockholders or at the time of the Company Stockholders Meeting, or (iv) in the case of the Company Registration Statement, at the time it becomes effective under the Securities Acteffective, 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 to make the statements therein not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or with respect to statements made or incorporated by reference therein based on information supplied by any SibCo or on behalf any Merger Co in connection with the preparation of the Company Proxy Statement or the Company Registration Statement for inclusion or incorporation by reference therein). The Joint Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act Act, and the rules and regulations promulgated thereunderCompany Registration Statement will comply as to form in all material respects with the requirements of the Securities Act.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (ai) the Form S-4 will, at the time the 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, 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 or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement the Proxy Statement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company's shareholders or Parent's stockholders or at the time of the Company Stockholders Shareholders Meeting and at or the time of the Parent Parent's Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Form S-4 and the Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act Act, as applicable, and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (ai) the Form S-4 willF-4, will (except to the extent revised or superseded by amendments or supplements), at the time the Form S-4 F-4 is filed with the SEC, and at any time it is amended or supplemented or will, 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 to make the statements therein not misleading, and (bii) the Joint Proxy Statement willwill (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the date it or any amendment or supplement time 32 38 the Proxy Statement is first mailed to holders stockholders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting(including any adjournments or postponements thereof), contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement Form F-4 will comply as to form in all material respects with the requirements of the Exchange Securities Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Form F-4.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (ai) any registration statement on Form S-3 that may be filed with the Securities and Exchange Commission (the “SEC”) by Parent in connection with the resale of the Parent Common Stock to be issued pursuant to Article II (the “Form S-4 S-3”) will, at the time the Form S-4 S-3 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 of 1933, as amended (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 not misleading, and or (bii) the Joint proxy statement relating to the approval of the Note Satisfaction by Parent’s stockholders (the “Proxy Statement Statement”) will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and Parent’s stockholders or at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereundermisleading.

Information Supplied. None of the information supplied provided or to be supplied provided by Buyer or on behalf of Parent or either Merger Acquisition Sub for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the 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, 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 (b) . None of the Joint Proxy Statement information provided or to be provided by Buyer or Acquisition Sub for inclusion or incorporation by reference in the SEC Filings will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company’s shareholders or at the time of the Company Stockholders Shareholders Meeting and or at the time of the Parent Stockholders Meetingany amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading (except that misleading. Notwithstanding the foregoing provisions of this Section 3.2(h), no representation or warranty is made by Parent Buyer or either Merger Acquisition Sub regarding such portions thereof that relate expressly with respect to the Company information or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company or any Affiliate of the Company for inclusion or incorporation by reference therein). The Joint in the Form S-4 or the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderStatement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent the Company or either Merger Sub any of its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make therein, in light of the statements therein circumstances under which they are made, not misleading, misleading and (b) the Joint Proxy Statement/Prospectus that will be included in the Form S-4 Registration Statement and will be sent to the stockholders of Parent relating to the Parent Stockholder Meeting and will be sent to the Company Stockholders in order to obtain the Requisite Stockholder Approval will, at the date it it, or any amendment or supplement to it, is mailed or sent to holders stockholders of the shares of Company Common Stock and Parent Common Stock and at the time of or the Company Stockholders Meeting and at the time of the Parent Stockholders Stockholder Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub the Company regarding such portions thereof that relate expressly to the Company Parent or any Company Subsidiaries of its Subsidiaries, including Merger Sub A or Merger Sub B, or to statements made therein based on information supplied by or on behalf of the Company Parent or any of its Subsidiaries (including Merger Sub A or Merger Sub B) for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied -------------------- or to be supplied by or on behalf of Parent or either Merger Sub Holdings for inclusion or incorporation by reference in (ai) the Form S-4 willshall, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and misleading or (bii) the Joint Proxy Statement willshall, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and Parent's stockholders (or, if applicable, Holdings' stockholders) or at the time of the Parent Stockholders MeetingMeeting (as defined below), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will Form S-4 shall comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, except that no representation or warranty is made by Parent with respect to statements made or incorporated by reference in either the rules and regulations promulgated thereunderForm S-4 or the Proxy Statement based on information supplied by the Company for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of Parent or either Merger Sub its Representatives specifically for inclusion or incorporation by reference in the S-4 Registration Statement (aas defined below) or the Form S-4 Proxy Statement/Prospectus will, at the time the Form S-4 Registration Statement is filed with declared effective by the SEC, and at any time it SEC or on the date the proxy Statement/Prospectus is amended or supplemented first mailed to the holders of the Company Common Stock or at the time it becomes effective under of the Securities Actmeeting of the Company’s shareholders to consider the Merger (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 to make the statements therein not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly misleading. If at any time prior to the date of the Company Shareholders Meeting any event with respect to the Company or any Company Subsidiaries Subsidiary, or with respect to statements made therein based on information supplied by or on behalf of the Company specifically for inclusion in the S-4 Registration Statement or the Proxy Statement/Prospectus, shall occur which is required to be described in an amendment of, or supplement to, the S-4 Registration Statement or the Proxy Statement/Prospectus, such event shall be so described by the Company and provided to Parent. All documents that the Company is responsible for filing with any Governmental Agency 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 Representatives for inclusion or incorporation by reference therein). The Joint in the S-4 Registration Statement or the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderStatement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 will, at the time the Form S-4 is to be filed with the SECSEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "S-4") will, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and misleading or (bii) the Joint proxy statement relating to the meeting of the Company's stockholders to be held in connection with the Merger (the "Proxy Statement Statement") will, at the date it or any amendment or supplement is mailed to holders stockholders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time meeting of stockholders of the Parent Stockholders MeetingCompany to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances in under which they are made, made not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly misleading. The Proxy Statement insofar as it relates to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf meeting of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement Company's stockholders to vote on the Merger will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied or required to be supplied by Parent or Acquisition which is contained in or omitted from any of the foregoing documents.

Information Supplied. None of the information supplied or -------------------- to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the Form S-4 Offer Documents, (ii) the Schedule 14D-9, (iii) the information to be filed by the Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement") or --------------------- (iv) the Proxy Statement, will, in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the Company's stockholders, or, in the case of the Proxy Statement, at the time the Form S-4 Proxy Statement is filed with first mailed to the SEC, and at any time it is amended or supplemented Company's stockholders or at the time it becomes effective under of the Securities ActStockholders Meeting, 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly necessary to correct any statement in any earlier communication with respect to the Company solicitation of proxies for the Stockholders Meeting which has become false or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Schedule 14D-9, the Information Statement and the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and Act, except that no representation or warranty is made by the rules and regulations promulgated thereunderCompany with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger will, at the time the Form S-4 is filed with the SEC, SEC and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders the shareholders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (misleading, except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Parent or Sub specifically for inclusion or incorporation by reference therein)in the Form S-4 or the Proxy Statement. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Information Supplied. None of the The written information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 will, 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 not at the time the Form S-4 Registration Statement is filed declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The written information supplied or to be supplied by the Company specifically for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be included in the Registration Statement and to be sent to the stockholders of the Company in connection with the SECCompany stockholders meeting to adopt this Agreement and the Merger (the "Company Stockholders Meeting") shall not, and at any time it on the date the Proxy Statement is amended or supplemented first mailed to the stockholders of the Company or at the time it becomes effective under of the Securities ActCompany Stockholders Meeting 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to misleading. The Proxy Statement will, at the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf time of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 (or such other form as deemed appropriate) to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") will, at the time the 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, 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 or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement the Proxy Statement is first mailed to holders of the shares of Company Common Stock Company's stockholders and Parent Common Stock and Parent's stockholders or at the time of the Company Stockholders Special Meeting and at the time of the Parent Stockholders MeetingSpecial Meeting (as defined in Section 7.01(c)), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the 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 Parent or Sub for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. (a) None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in the Preliminary Proxy Statement or the Definitive Proxy Statement (aand any amendment or supplement thereto) the Form S-4 will, at the time the Form S-4 Preliminary Proxy Statement or the Definitive Proxy Statement (and any amendment or supplement thereto), as applicable, is filed with the SEC, and at any time it is amended SEC or supplemented mailed to the Company stockholders or at the time it becomes effective under of the Securities ActStockholder Meeting, 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Preliminary Proxy Statement and the Definitive Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Securities Act and the rules Exchange Act. (b) None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Registration Statement (including any amendment or supplement thereto) will, as of the effective date of the Registration Statement or the closing date of the Rights Offering, 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. The Registration Statement will comply as to form in all material respects with the requirements of the Securities Act and regulations promulgated thereunderthe Exchange Act.

Information Supplied. None of (i) the documents required to be filed by Parent or Merger Sub with the SEC or required to be distributed or otherwise disseminated to the Company's stockholders after the Agreement Date in connection with the transactions contemplated by this Agreement, including the Schedule TO or the Offer Documents, at the date each is filed with the SEC, at the date it is distributed or otherwise disseminated to Company stockholders and at the time of the consummation of the Offer (other than as to information supplied in writing by the Company and its Subsidiaries expressly for inclusion therein or based upon or incorporated by reference from the Company SEC Reports, as to which no representation is made) or (ii) the information supplied or to be supplied by or on behalf of Parent or either Merger Sub specifically for inclusion or incorporation by reference in (a) the Form S-4 Proxy Statement and any amendment or supplement thereto, if applicable, or the Schedule 14D-9 will, at the time the Form S-4 date it is filed with the SEC, and at SEC (in the case of the Schedule 14D-9 or any time amendment or supplement thereto) or on the date it is amended or supplemented or at first mailed to the time it becomes effective under stockholders of the Securities ActCompany (in the case of the Proxy Statement), 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereundermisleading.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub any Acquiror Party in writing specifically for inclusion or incorporation by reference in (ai) the Form S-4 Registration Statement will, at the time the Form S-4 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 ActAct contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) the Proxy Statement will, at the time it is first mailed to the Acquiror Stockholders, at the time it is supplemented or 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 to make the statements therein not misleading, and (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that misleading. Notwithstanding anything to the contrary herein, no Acquiror Party makes any representation or warranty is made by Parent (including under Section 6.08, this Section 6.16 or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or otherwise) with respect to statements made therein or incorporated by reference in the Proxy Statement/Registration Statement to the extent such statements are based on information supplied by or on behalf of the Company in writing specifically for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub any of its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make therein, in light of the statements therein circumstances under which they are made, not misleading, misleading and (b) the Joint Proxy Statement Statement/Prospectus will, at the date it it, or any amendment or supplement to it, is mailed or sent to holders stockholders of the shares of Company Common Stock and Parent Common Stock and at the time of or the Company Stockholders Meeting and at the time of the Parent Stockholders Stockholder Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries Group Member, or to statements made therein based on information supplied by or on behalf of the any Company Group Member for inclusion or incorporation by reference therein). The Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Information Supplied. None Subject to the accuracy of the representations and warranties of Seller set forth in Section 5.28, none of the information supplied (or to be supplied supplied) in writing by or on behalf of Parent or either Merger Sub Purchaser specifically for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the Form S-4 is or any amendments or supplements thereto are filed with the SEC, and at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made, not misleading, and (b) the Joint Proxy Statement will, at on the date it or any amendment or supplement is first mailed to holders unitholders of the shares Seller and stockholders of Company Common Stock and Parent Common Stock Parent, and at the time of the Company Stockholders Seller Unitholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Securities Act and the rules and regulations promulgated thereunderExchange Act. Notwithstanding the foregoing, neither Parent nor Purchaser makes any representation or warranty with respect to any information supplied by or on behalf of Seller for inclusion in any of the foregoing documents.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (a) the Form S-4 will, at the time the 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, 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 (b) . None of the Joint information supplied or to be supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company’s stockholders or at the time of the Company Stockholders Stockholders’ Meeting and or at the time of the Parent Stockholders Meetingany amendment or supplement thereof, contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements made therein, in light of the circumstances in under which they are were made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.not

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub specifically for inclusion or incorporation by reference in (ai) the Form S-4 Offer Documents, (ii) the Schedule 14D-9, (iii) the Information Statement or (iv) the Proxy Statement will, in the case of the Offer Documents, the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9 and the Information Statement are filed with the SEC or first published, sent or given to the Company's shareholders, or, in the case of the Proxy Statement, at the time the Form S-4 Proxy Statement is filed with first mailed to the SEC, and at any time it is amended or supplemented Company's shareholders or at the time it becomes effective under of the Securities ActShareholders Meeting, 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meeting which has become false or misleading, except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to in connection with any of the Company or any Company Subsidiaries or foregoing with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company or any of its representatives specifically for inclusion or incorporation by reference therein). The Joint Proxy Statement Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder., except that no representation or warranty is made by Parent or Sub in connection with any of the foregoing with respect to statements made or incorporated by reference therein based on

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the Share Issuance (the “Form S-4”) will, at the time the 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, 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 or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company’s stockholders or Parent’s stockholders or at the time of the Company Stockholders Meeting and at the time of the or Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement.

Information Supplied. (i) None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub America Online for inclusion or incorporation by reference in (aA) the Form S-4 (as defined in Section 6.1) will, at the time the 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, 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, misleading and (bB) the Joint Proxy Statement Statement/Prospectus (as defined in Section 6.1) will, at on the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Time Warner stockholders or America Online stockholders or at the time of the Company Time Warner Stockholders Meeting and at or the time of the Parent America Online Stockholders MeetingMeeting (each as defined in Section 6.1), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Form S-4 and the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 4.1(e), no representation or warranty is made by America Online with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Time Warner for inclusion or incorporation by reference therein.

Information Supplied. (a) None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (a) the Form S-4 Proxy Statement will, at the time the Form S-4 is filed with the SEC, and at any time date it is amended or supplemented first mailed to the holders of the Company Common Stock or at the time it becomes effective under of the Securities ActCompany Shareholders Meeting, 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent, Cap Rock Holding or the Parent Representatives (as defined in Section 6.02) in writing for inclusion or incorporation by reference therein. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the documents (the “Debt Tender Offer Documents”) mailed to holders of the Notes (as defined in Section 6.11) in connection with the Debt Tender Offers will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (ai) the Form S-4 Offer Documents, the Schedule 14D-9 or the Information Statement will, at the time the Form S-4 such document is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany 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 therein, in light of the circumstances under which they are made, not misleading, and misleading or (bii) the Joint proxy statement relating to the Company Stockholder Meeting (as amended, supplemented or modified from time to time, the “Proxy Statement Statement”), as required, will, at the date it or any amendment or supplement time the Proxy Statement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company’s Stockholders or at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Stockholder Meeting, contain any untrue statement of a material fact or omit to state a any material fact necessary required to be stated therein in order to make the statements therein, in light of the circumstances in under which they are made, not misleading misleading, except, with respect to each of (except i) and (ii), that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or with respect to statements made or incorporated by reference therein based on information supplied by Parent or on behalf of the Company Merger Sub for inclusion or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the Form S-4 will, at the time the 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and false or misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company’s stockholders or at the time of the Company Stockholders Meeting and at the time of or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not false or misleading (except or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting or Parent Stockholders Meeting that has become false or misleading. Notwithstanding the foregoing sentence, no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or with respect to statements made or incorporated by reference therein based on or derived from information supplied by or on behalf of the Company Parent specifically for inclusion or incorporation by reference therein)in the Form S-4 or the Joint Proxy Statement. The information supplied by the Company for inclusion in the Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the Form S-4 willwill (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or and 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 to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading and (bii) the Joint Proxy Statement willwill (except to the extent revised or superseded by amendments or supplements contemplated hereby), at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock Company's stockholders and at the time of the Company Stockholders Meeting and at the time meeting of the Parent Stockholders MeetingCompany's stockholders held to vote on approval and adoption of this Agreement, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. (i) None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub Telescan for inclusion or incorporation by reference in (aA) the Form S-4 (as defined in Section 6.1) will, at the time the 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, 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, misleading and (bB) the Joint Proxy Statement Statement/Prospectus (as defined in Section 6.1) will, at on the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and ZiaSun stockholders or Telescan stockholders or at the time of the Company ZiaSun Stockholders Meeting and at or the time of the Parent Telescan Stockholders MeetingMeeting (each as defined in Section 6.1), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Form S-4 and the Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated of the SEC thereunder. (ii) Notwithstanding the foregoing provisions of this Section 4.1(e), no representation or warranty is made by Telescan with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by ZiaSun for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (ai) the Form S-4 (as defined in Section 5.1) will, at the time the 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, 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 misleading or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company's stockholders or at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Stockholders' Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the 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 Parent or Sub specifically for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be -------------------- supplied by or on behalf of Parent or either Merger Sub the Company for inclusion or incorporation by reference in (ai) the Form S-4 Registration Statement (as defined in Section 6.9) will, at the time the Form S-4 Registration Statement 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 of 1933, as amended (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 not misleading, and (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement the Joint Proxy Statement is first mailed to holders of the shares of Company Common Stock Company's and Parent Common Stock Parent's shareholders and at the time of the Company Stockholders Shareholders Meeting (as defined in Section 6.10 below) and at the time of the Parent Stockholders MeetingParent's Shareholders Meeting (as defined in Section 6.10 below), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement Statement, as it relates to the Company Shareholders Meeting, will comply as to form in all material respects with the applicable 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 Parent for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (ai) the Form S-4 will, at the time the 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, 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 or (bii) the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock Company's shareholders and Parent Common Stock and Parent's shareholders or at the time of the Company Stockholders Shareholders Meeting and at the time of or the Parent Stockholders Shareholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act Act, as applicable, and the rules and regulations promulgated thereunder, except that no representation is made by Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement, as the case may be.

Information Supplied. None of the The written information supplied or to be supplied by or on behalf of Parent or either Merger Sub the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 will, 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 not at the time the Form S-4 Registration Statement is filed declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The written information supplied or to be supplied by the Company specifically for inclusion in the proxy statement/prospectus or any amendment or supplement thereto (the “Proxy Statement”) to be included in the Registration Statement and to be sent to the stockholders of the Company in connection with the SECCompany stockholders meeting to adopt this Agreement and the Merger (the “Company Stockholders Meeting”) shall not, and at any time it on the date the Proxy Statement is amended or supplemented first mailed to the stockholders of the Company or at the time it becomes effective under of the Securities ActCompany Stockholders Meeting 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are were made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to misleading. The Proxy Statement will, at the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf time of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement will Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderAct.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Trident, Parent or either Merger Sub Subs for inclusion or incorporation by reference in (a) the Form S-4 Registration Statement or the Joint Proxy Statement will, with respect to the Registration Statement at the time the Form S-4 Registration Statement or any amendment or supplement thereto is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes declared effective under the Securities ActAct and with respect to the Joint Proxy Statement at the time of the filing and at the time of the Trident Stockholders’ Meeting and at the time of the Sun Shareholders’ Meeting, 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein). The Joint Proxy Statement Form S-4 will comply as to form in all material respects with the requirements of the Exchange Securities Act and the rules and regulations promulgated thereunder, except that no representation is made by Trident, Parent or Merger Subs with respect to statements made or incorporated by reference therein based on information supplied by Sun for inclusion or incorporation by reference therein. The NYSE listing application will comply as to form in all material respects with the requirements of the NYSE, except that no representation is made by Trident, Parent or Merger Subs with respect to statements made or incorporated by reference therein based on information supplied by Sun for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied in writing by or on behalf of Parent or either Merger Sub for inclusion or incorporation by reference in (ai) the Form S-4 Offer Documents or the Schedule 14D-9 will, at the time the Form S-4 such document is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany’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 therein, in light of the circumstances under which they are made, not misleading, and or (bii) if applicable, the Joint Proxy Statement will, at the date it or any amendment or supplement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Company’s stockholders or at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement Offer Documents 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, no representation is made by Parent or Merger Sub with respect to statements made or incorporated by reference in any of the foregoing documents based on information supplied by the Company for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by Corvis or on behalf of Parent or either Merger Sub specifically for inclusion or incorporation by reference in (a) any of Registration Statements or the Form S-4 Disclosure Document, will, at in the time case of any of the Form S-4 is filed with the SECRegistration Statements, and at any time it is amended or supplemented or at the time it becomes effective under and as of the Securities ActClosing Date, and, in the case of the Disclosure Document, at the time it is first mailed or delivered to the stockholders of the Company, 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 (b) the Joint Proxy Statement will, at the date it or any amendment or supplement is mailed to holders of the shares of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting and at the time of the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made necessary to correct any statement in any earlier communication by Parent Corvis or either Merger Sub regarding such portions thereof that relate expressly with respect to the Company solicitation of written consents from the Company's stockholders which has become false or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement Registration Statements will comply as to form in all material respects with the requirements of the Exchange Act and Securities Act, except that no representation, warranty or covenant is made by Corvis or Sub with respect to statements made or incorporated by reference in the rules and regulations promulgated thereunderRegistration Statements or the Disclosure Document with respect to information supplied by the Company or any of its representatives specifically for inclusion or incorporated by reference therein or information which is not made in or incorporated by reference in the Registration Statements or the Disclosure Document that should have been disclosed by the Company pursuant to Section 4.7.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or either Merger Sub Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance by Parent of shares of Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, and at any time that it is amended or supplemented or and 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 to make the statements therein not misleading, and or (bii) the Joint Proxy Statement will, at the date time it is filed with the SEC, at any time that it is amended or any amendment or supplement supplemented, at the time it is mailed to holders of the shares stockholders of Company Common Stock and Parent Common Stock and at the time of the Company Stockholders Meeting referred to in Section 6.2(a) and at the time of the Parent Stockholders MeetingMeeting referred to in Section 6.2(b), contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they are made, not misleading (except that no representation or warranty is made by Parent or either Merger Sub regarding such portions thereof that relate expressly to the Company or any Company Subsidiaries or to statements made therein based on information supplied by or on behalf of the Company for inclusion or incorporation by reference therein)misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Purchaser specifically for inclusion or incorporation by reference in such documents.

Information Supplied. None of the The information supplied or relating to Parent and Parent Merger Subs to be supplied by contained in, or on behalf of Parent or either Merger Sub for inclusion or incorporation incorporated by reference in in, (a) the Form S-4 willwill not, at the time the 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, 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 therein, at the time and in light of the circumstances under which they were made, not misleading, false or misleading and (b) the Joint Proxy Statement will, at the date it (or any amendment or supplement thereto) will not, on the date the Proxy Statement is first mailed to holders of the shares of Company Common Stock and Parent Common Stock and Stockholders or at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or on the date of the Company Stockholders Meeting and at the time of the Parent Stockholders Stockholders’ Meeting, contain any untrue statement of a any material fact or omit to state a 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 in under which they are were made, not misleading (except that false or misleading. Notwithstanding the foregoing provisions of this Section 5.11, no representation or warranty is made by Parent or either Parent, Merger Sub regarding such portions thereof that relate expressly 2 or Merger Sub 3 with respect to the Company information or any Company Subsidiaries or to statements made therein or incorporated by reference in the Form S-4 or the Proxy Statement based on upon information supplied by or on behalf of the Company for inclusion Company, Holdco or incorporation by reference therein). The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunderMerger Sub 1.