Common use of Registration Statement and Joint Proxy Statement Clause in Contracts

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by or on behalf of BEC for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the Joint Proxy Statement shall not, at the dates mailed to shareholders or at the times of the meetings of shareholders to be held in connection with the Mergers, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the shareholder meeting which has become false or misleading. The Registration Statement and the Joint Proxy Statement, insofar as they relate to BEC or any BEC subsidiary, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to BEC or any of its respective affiliates, officers or directors should be discovered by BEC which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, BEC shall promptly inform CES. Notwithstanding the foregoing, BEC makes no representation or warranty with respect to any information supplied by CES which is contained in any of the foregoing documents.

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by Parent or on behalf of BEC Sub for inclusion or incorporation by reference in the Registration Statement Statement, the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the "Shareholder Meetings" (as defined in Section 5.1) or any other document filed with any other regulatory agency in connection herewith will: (i) in the case of the Registration Statement, at the time the Registration Statement it becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading and misleading; (ii) in the case of the Joint Proxy Statement shall notStatement, at the dates mailed to shareholders or time of the mailing of the Joint Proxy Statement, the time of each of the Shareholder Meetings, and at the times of the meetings of shareholders to be held in connection with the MergersEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; or, (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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 correct make statements therein, in light of the circumstances under which they are made, not misleading. If, at any statement in time prior to the Effective Time, any earlier communication event with respect to Parent, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the solicitation Joint Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of proxies for Parent and the shareholder meeting which has become false or misleadingCompany. The Registration Statement (except for portions thereof that relate only to the Company or any of its Subsidiaries) and the Joint Proxy Statement, insofar as they Statement (except for portions thereof that relate only to BEC the Company or any BEC subsidiary, shall of its Subsidiaries) will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to BEC or any of its respective affiliatesAct, officers or directors should be discovered by BEC which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, BEC shall promptly inform CES. Notwithstanding the foregoing, BEC makes no representation or warranty with respect to any information supplied by CES which is contained in any of the foregoing documentsas applicable.

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by Parent or on behalf of BEC Sub for inclusion or incorporation by reference in the Registration Statement willor the joint proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "Joint Proxy Statement") relating to the Shareholder Meetings (as hereinafter defined) will (i) in the case of the Registration Statement, at the time the Registration Statement it becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading and or (ii) in the case of the Joint Proxy Statement shall notStatement, at the dates mailed to shareholders or time of the mailing of the Joint Proxy Statement, the time of each of the Shareholder Meetings and at the times of the meetings of shareholders to be held in connection with the MergersEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the shareholder meeting which has become false or misleading. The Registration Statement and the Joint Proxy Statement, insofar as they relate to BEC or any BEC subsidiary, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating with respect to BEC Parent, its officers and directors or any of its respective affiliates, officers or directors should Subsidiaries shall occur which is required to be discovered by BEC which should be set forth described in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement or the Registration Statement, BEC such event shall be so described, and an appropriate amendment or supplement shall be promptly inform CESfiled with the SEC and, as required by law, disseminated to the shareholders of Parent and the Company. Notwithstanding the foregoing, BEC makes no representation or warranty The Registration Statement will comply (with respect to any information supplied by CES which is contained Parent) as to form in any all material respects with the provisions of the foregoing documentsSecurities Act, and the Joint Proxy Statement will comply (with respect to Parent) as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by or on behalf of BEC the Company for inclusion or incorporation by reference in the Registration Statement, the Joint Proxy Statement or any other document filed with any other regulatory agency in connection herewith, will: (i) in the case of the Registration Statement, at the time the Registration Statement it becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading and misleading; (ii) in the case of the Joint Proxy Statement shall notStatement, at the dates mailed to shareholders or time of the mailing of the Joint Proxy Statement, the time of each of the Shareholder Meetings and at the times of the meetings of shareholders to be held in connection with the MergersEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; or (iii) in the case of any other filing required by any regulatory agency in connection herewith, 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 correct any statement make the statements therein, in any earlier communication with respect to the solicitation of proxies for the shareholder meeting which has become false or misleading. The Registration Statement and the Joint Proxy Statement, insofar as they relate to BEC or any BEC subsidiary, shall comply as to form in all material respects with the applicable provisions light of the Securities Act and the Exchange Act and the rules and regulations thereundercircumstances under which they are made, not misleading. If at any time prior to the Effective Time any event relating with respect to BEC the Company, its officers and directors or any of its respective affiliates, officers or directors should Subsidiaries shall occur which is required to be discovered by BEC which should be set forth described in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement or the Registration Statement, BEC information concerning such event shall promptly inform CES. Notwithstanding the foregoing, BEC makes no representation or warranty with respect to any information be supplied by CES which is contained the Company to Parent and its representatives in connection with their preparation and prompt filing with the SEC of an appropriate amendment or supplement and, as required by law, disseminated to the shareholders of the Company. The Joint Proxy Statement (except for portions thereof that relate only to Parent or any of its Subsidiaries) will comply as to form in all material respects with the foregoing documentsprovisions of the Exchange Act.

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by or on behalf of BEC CES for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Company Common Stock in the Mergers (the "Registration Statement Statement") will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the joint proxy statement, in definitive form, relating to the meeting of CES shareholders and the meeting of BEC shareholders to be held in connection with the Mergers (the "Joint Proxy Statement Statement") shall not, at the dates mailed to shareholders or at the times of the meetings of shareholders to be held in connection with the Mergers, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the shareholder meeting which has become false or misleading. The Registration Statement and the Joint Proxy Statement, insofar as they relate to BEC CES or any BEC CES subsidiary, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to BEC CES or any of its respective affiliates, officers or directors should be discovered by BEC CES which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, BEC CES shall promptly inform CESBEC. Notwithstanding the 20 foregoing, BEC CES makes no representation or warranty with respect to any information supplied by CES BEC which is contained in any of the foregoing documents.

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by or on behalf of BEC CES for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed with the SEC in connection with the issuance of shares of Company Common Stock in the Mergers (the "Registration Statement Statement") will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the joint proxy statement, in definitive form, relating to the meeting of CES shareholders and the meeting of BEC shareholders to be held in connection with the Mergers (the "Joint Proxy Statement Statement") shall not, at the dates mailed to shareholders or at the times of the meetings of shareholders to be held in connection with the Mergers, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the shareholder meeting which has become false or misleading. The Registration Statement and the Joint Proxy Statement, insofar as they relate to BEC CES or any BEC CES subsidiary, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to BEC CES or any of its respective affiliates, officers or directors should be discovered by BEC CES which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, BEC CES shall promptly inform CESBEC. Notwithstanding the foregoing, BEC CES makes no representation or warranty with respect to any information supplied by CES BEC which is contained in any of the foregoing documents.

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by Parent or on behalf of BEC Sub for inclusion or incorporation by reference in the Registration Statement willor the joint proxy statement/prospectus included therein relating to the Stockholder Meetings (as defined in Section 5.1) (together with any amendments or supplements thereto, the "Joint Proxy Statement") will (i) in the case of the Registration Statement, at the time the Registration Statement it becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, 12 therein not misleading and or (ii) in the case of the Joint Proxy Statement shall notStatement, at the dates mailed to shareholders or time of the mailing thereof, at the times time of each of the meetings of shareholders to be held in connection with Stockholder Meetings and at the MergersEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the shareholder meeting which has become false or misleading. The Registration Statement and the Joint Proxy Statement, insofar as they relate to BEC or any BEC subsidiary, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating with respect to BEC Parent, its directors and officers or any of its respective affiliates, officers or directors should Subsidiaries shall occur which is required to be discovered by BEC which should be set forth described in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement or the Registration Statement, BEC such event shall be so described, and an appropriate amendment or supplement shall be promptly inform CESfiled with the SEC and, to the extent required by law, disseminated to the stockholders of Parent. Notwithstanding the foregoing, BEC makes no representation or warranty The Registration Statement will comply (with respect to any information supplied by CES which is contained relating to Parent and Sub) as to form in any all material respects with the provisions of the foregoing documentsSecurities Act, and the Joint Proxy Statement will comply (with respect to information relating to Parent and Sub) as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by Parent or on behalf of BEC Sub for inclusion or incorporation by reference in the Registration Statement willor the proxy statement/prospectus included therein relating to the Stockholder Meetings (as defined in Section 5.1) (together with any amendments or supplements thereto, the “Joint Proxy Statement”) will (i) in the case of the Registration Statement, at the time the Registration Statement it becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading and or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Joint Proxy Statement shall not, and at the dates mailed to shareholders or at the times time of each of the meetings of shareholders to be held in connection with the MergersStockholder Meetings, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, or omit at any time prior to state the Stockholder Meetings, any material fact necessary to correct any statement in any earlier communication event with respect to Parent, its officers and directors or any of its Subsidiaries shall occur which is required at that time to be described in the solicitation Joint Proxy Statement or the Registration Statement, such event shall be so described, and (subject to Section 5.2) an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of proxies for Parent and the shareholder meeting which has become false or misleadingCompany. The Registration Statement and the Joint Proxy Statement, insofar as they relate will comply (with respect to BEC or any BEC subsidiary, shall comply Parent) as to form in all material respects with the applicable provisions of the Securities Act Act, and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to BEC or any of its respective affiliates, officers or directors should be discovered by BEC which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, BEC shall promptly inform CES. Notwithstanding the foregoing, BEC makes no representation or warranty Statement will comply (with respect to any information supplied by CES which is contained Parent) as to form in any all material respects with the provisions of the foregoing documentsExchange Act.

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by or on behalf of BEC the Company for inclusion or incorporation by reference in the Registration Statement willor the Joint Proxy Statement will (i) in the case of the Registration Statement, at the time the Registration Statement it is filed, when it is supplemented or amended and when it becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading and or (ii) in the case of the Joint Proxy Statement shall not, at the dates mailed to shareholders or time of the mailing of the Joint Proxy Statement , the time of the Company Shareholder Meeting, and at the times of the meetings of shareholders to be held in connection with the MergersEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the shareholder meeting which has become false or misleading. The Registration Statement and the Joint Proxy Statement, insofar as they relate to BEC or any BEC subsidiary, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating with respect to BEC the Company, its officers and directors or any of its respective affiliatesSubsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, officers such event shall be so described, and an appropriate amendment or directors should supplement shall be discovered promptly filed with the SEC and, as required by BEC which should be set forth in an amendment law, disseminated to the shareholders of the Company. The Registration Statement will comply (with respect to the Company) as to form in all material respects with the provisions of the Securities Act. At the time of the filing of any disclosure document filed after the date hereof pursuant to the Securities Act, the Exchange Act or any state securities law (each a supplement to "Company Disclosure Document") other than the Joint Proxy Statement, BEC shall promptly inform CES. Notwithstanding at the foregoing, BEC makes no representation or warranty with respect to time of any information supplied by CES which is contained in any distribution thereof and throughout the remaining pendency of the foregoing documentsMerger each such Company Disclosure Document (as supplemented or amended) will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by or on behalf of BEC the Company for inclusion or incorporation by reference in the Registration Statement willor the Joint Proxy Statement will (i) in the case of the Registration Statement, at the time the Registration Statement it is filed, when it is supplemented or amended and when it becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading and or (ii) in the case of the Joint Proxy Statement shall notStatement, at the dates mailed to shareholders or time of the mailing of the Joint Proxy Statement, the time of the Company Shareholder Meeting, and at the times of the meetings of shareholders to be held in connection with the MergersEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the shareholder meeting which has become false or misleading. The Registration Statement and the Joint Proxy Statement, insofar as they relate to BEC or any BEC subsidiary, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating with respect to BEC the Company, its officers and directors or any of its respective affiliatesSubsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, officers such event shall be so described, and an appropriate amendment or directors should supplement shall be discovered promptly filed with the SEC and, as required by BEC which should be set forth in an amendment law, disseminated to the shareholders of the Company. The Registration Statement will comply (with respect to the Company) as to form in all material respects with the provisions of the Securities Act. At the time of the filing of any disclosure document filed after the date hereof pursuant to the Securities Act, the Exchange Act or any state securities law (each a supplement to "Company Disclosure Document") other than the Joint Proxy Statement, BEC shall promptly inform CES. Notwithstanding at the foregoing, BEC makes no representation or warranty with respect to time of any information supplied by CES which is contained in any distribution thereof and throughout the remaining pendency of the foregoing documentsMerger each such Company Disclosure Document (as supplemented or amended) will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Registration Statement and Joint Proxy Statement. (i) None of the information supplied or to be supplied by or on behalf of BEC the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by the Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Registration Statement Statement") will, at the time the Registration Statement is filed with the SEC 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, in the light of the circumstances under which they were made, therein not misleading and (ii) the Joint Proxy Statement shall not, at joint proxy statement in definitive form relating to the dates mailed meeting of Company Stockholders to shareholders or at be held in connection with the times Merger and the meeting of the meetings of Parent shareholders to be held in connection with the Mergersissuance of shares of Parent Common Stock in the Merger (the "Joint Proxy Statement") will, at the date mailed to stockholders of the Company and shareholders of Parent and at the times of such meetings, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or omit . If at any time the prior to state the Effective Time any material fact necessary to correct any statement in any earlier communication event with respect to the solicitation Company or any of proxies its Subsidiaries, or with respect to any information supplied by the Company for inclusion or incorporation by reference in the shareholder meeting which has become false or misleading. The Registration Statement and Form S-4 on the Joint Proxy Statement, insofar shall occur which is required to be described in an amendment or supplement to, the Form S-4 or the Joint Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as they relate required by law, disseminated to BEC or any BEC subsidiarythe holders of Company Common Stock. The Joint Proxy Statement, shall to the extent it relates to the Company, will comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to BEC or any of its respective affiliates, officers or directors should be discovered by BEC which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, BEC shall promptly inform CES. Notwithstanding the foregoing, BEC makes no representation or warranty with respect to any information supplied by CES which is contained in any of the foregoing documents.

Registration Statement and Joint Proxy Statement. NEWCO FORM S-1. (ia) None of the information supplied (other than information provided by IGL or to be supplied by Sub) included or on behalf of BEC for inclusion or incorporation incorporated by reference in the Registration Statement willwill (i) in the case of the Registration Statement, at the time the Registration Statement it becomes effective under the Securities Acteffective, 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 the light of the circumstances under which they were made, or necessary in order to make the statements therein not misleading and or (ii) in the case of the Joint Proxy Statement shall notStatement, at the dates mailed to shareholders or time of the mailing thereof, at the times time of each of the meetings of shareholders to be held in connection with Stockholder Meetings and at the MergersEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the shareholder meeting which has become false or misleading. The Registration Statement and the Joint Proxy Statement, insofar as they relate to BEC or any BEC subsidiary, shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating with respect to BEC FTX, its directors and officers or any of its respective affiliatesSubsidiaries shall occur which is required to be described in the Joint Proxy Statement or the Registration Statement, officers such event shall be so described, and an appropriate amendment or directors should supplement shall be discovered promptly filed with the SEC and, to the extent required by BEC which should be set forth in an amendment law, disseminated to the stockholders of FTX. With respect to information relating to FTX, the Registration Statement or a supplement will comply as to form in all material respects with the provisions of the Securities Act, and the Joint Proxy Statement, BEC shall promptly inform CES. Notwithstanding the foregoing, BEC makes no representation or warranty Statement will comply (with respect to FTX) as to form in all material respects with the provisions of the Exchange Act. (b) None of the information (other than information provided for inclusion therein by IGL) included or incorporated by reference in the registration statement on Form S-1 to be filed with the SEC by Newco under the Securities Act for the purpose of registering the shares of Newco Common Stock to be distributed to FTX stockholders (the "Newco Form S-1") will (i) at the time it becomes effective, contain any information supplied by CES 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 or (ii) at the time of each of the Stockholder Meetings and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to Newco, its directors and officers or any of its Subsidiaries shall occur which is contained required to be described in any the Newco Form S-1, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of FTX. The Newco Form S-1 will comply as to form in all material respects with the provisions of the foregoing documentsSecurities Act.