Common use of Reports and Financial Statements; Absence of Certain Changes Clause in Contracts

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC has filed all reports required to be filed with the SEC pursuant to the Exchange Act (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC with the SEC, are collectively referred to as the “SKYC SEC Reports”). All of the SKYC SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC included in the SKYC SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYC, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYC, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC SEC Reports, since December 31, 2010, there has not been (i) any material adverse change in SKYC’s business, assets, liabilities, operations, and, to the knowledge of SKYC, no event has occurred that is likely to have a Material Adverse Effect on SKYC’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Common Stock other than consistent with past practices, (iii) any material change in SKYC’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect on SKYC’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC UTVG has filed all reports required to be filed with the SEC pursuant to the Exchange Act since September 30, 2006 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC UTVG with the SEC, are collectively referred to as the “SKYC "UTVG SEC Reports”"). All of the SKYC UTVG SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC UTVG included in the SKYC UTVG SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCUTVG, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC UTVG as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC UTVG SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCUTVG, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC UTVG as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC UTVG SEC Reports, since December 31September 30, 20102006, there has not been (i) any material adverse change in SKYC’s UTVG's business, assets, liabilities, operations, and, to the knowledge of SKYCUTVG, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYC’s UTVG's business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC UTVG Common Stock other than consistent with past practices, (iii) any material change in SKYC’s UTVG's accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYC’s UTVG's business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Sharing Economy has filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 2016 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Sharing Economy with the SEC, are collectively referred to as the “SKYC Sharing Economy SEC Reports”). All of the SKYC Sharing Economy SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC Sharing Economy included in the SKYC Sharing Economy SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCSharing Economy, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Sharing Economy as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Sharing Economy SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCSharing Economy, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Sharing Economy as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Sharing Economy SEC Reports, since December 31January 1, 20102016, there has not been (i) any material adverse change in SKYCSharing Economy’s business, assets, liabilities, operations, and, to the knowledge of SKYCSharing Economy, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCSharing Economy’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Sharing Economy Common Stock other than consistent with past practices, (iii) any material change in SKYCSharing Economy’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCSharing Economy’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC CHCG has filed all reports required to be filed with the SEC pursuant to the Exchange Act since December 31, 2004 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC CHCG with the SEC, are collectively referred to as the “SKYC CHCG SEC Reports”). All of the SKYC CHCG SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC CHCG included in the SKYC CHCG SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCCHCG, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC CHCG as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC CHCG SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCCHCG, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC CHCG as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC CHCG SEC Reports, since December March 31, 20102006, there has not been (i) any material adverse change in SKYCCHCG’s business, assets, liabilities, operations, and, to the knowledge of SKYCCHCG, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCCHCG’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC CHCG Common Stock other than consistent with past practices, (iii) any material change in SKYCCHCG’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCCHCG’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Evil Empire Designs has filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 2020 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Evil Empire Designs with the SEC, are collectively referred to as the “SKYC Evil Empire Designs SEC Reports”). All of the SKYC Evil Empire Designs SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC Evil Empire Designs included in the SKYC Evil Empire Designs SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCEvil Empire Designs, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Evil Empire Designs as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Evil Empire Designs SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCEvil Empire Designs, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Evil Empire Designs as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Evil Empire Designs SEC Reports, since December 31January 1, 2010, 2020 there has not been (i) any material adverse change in SKYCEvil Empire Designs’s business, assets, liabilities, operations, and, to the knowledge of SKYCEvil Empire Designs, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCEvil Empire Designs’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Evil Empire Designs Common Stock other than consistent with past practices, (iii) any material change in SKYCEvil Empire Designs’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCEvil Empire Designs’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Tap Resources has filed all reports required to be filed with the SEC pursuant to the Exchange Act since October 5, 2007 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Tap Resources with the SEC, are collectively referred to as the “SKYC Tap Resources SEC Reports”). All of the SKYC Tap Resources SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC Tap Resources included in the SKYC Tap Resources SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCTap Resources, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Tap Resources as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Tap Resources SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCTap Resources, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Tap Resources as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Tap Resources SEC Reports, since December 31October 5, 2010, 2007 there has not been (i) any material adverse change in SKYCTap Resources’s business, assets, liabilities, operations, and, to the knowledge of SKYCTap Resources, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCTap Resources’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Tap Resources Common Stock other than consistent with past practices, (iii) any material change in SKYCTap Resources’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCTap Resources’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Kona Gold has filed all reports required to be filed with the SEC pursuant to the Exchange Act OTCM under its ARS since not later than December 31, 2017 (all such reportsreports filed from and after such date, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Kona Gold with the SEC, are collectively referred to as the “SKYC SEC Kona Gold Securities Disclosure Reports”). All of the SKYC SEC Kona Gold Securities Disclosure Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this AgreementSigning Date, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the OTCM or the Securities Act or the Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC Kona Gold included in the SKYC SEC Kona Gold Securities Disclosure Reports comply in all material respects with the published rules and regulations of the SEC OTCM or the SEC, as applicable, with respect thereto, and any such audited financial statements (i) were prepared from the books and records of SKYCKona Gold, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) ), and (iii) present fairly the financial position of SKYC Kona Gold as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC SEC Kona Gold Securities Disclosure Reports comply in all material respects with the published rules and regulations of the SEC OTCM or the SEC, as applicable, with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCKona Gold, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the ARS or the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) ), and (iii) present fairly and accurately the financial position of SKYC Kona Gold as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC SEC Kona Gold Securities Disclosure Reports, since December 31September 30, 20102020, there has not been (i) any material adverse change in SKYCKona Gold’s business, assets, liabilities, or operations, and, to the knowledge of SKYCKona Gold, no event has occurred that is likely to have a Material Adverse Effect on SKYCKona Gold’s business, assets, liabilities liabilities, or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Kona Gold Common Stock other than consistent with past practices, (iii) any material change in SKYCKona Gold’s accounting principles, procedures procedures, or methods, (iv) any cancellation in writing of any material customer contract contract, or (v) the any loss of any customer relationship which that would have a Material Adverse Effect material adverse effect on SKYCKona Gold’s business, assets, liabilities liabilities, or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Jingbo has filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 2023 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Jxxxxx with the SEC, are collectively referred to as the “SKYC Jingbo SEC Reports”). All of the SKYC Jingbo SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC Jingbo included in the SKYC Jingbo SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCJingbo, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Jingbo as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Jingbo SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCJingbo, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Jingbo as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Jingbo SEC Reports, since December 31January 1, 20102023, there has not been (i) any material adverse change in SKYCJingbo’s business, assets, liabilities, operations, and, to the knowledge of SKYCJingbo, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCJingbo’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Jingbo Common Stock other than consistent with past practices, (iii) any material change in SKYCJingbo’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCJingbo’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Terra Tech has filed all reports required to be filed with the SEC pursuant to the Exchange Act since December 23, 2008 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Terra Tech with the SEC, are collectively referred to as the “SKYC Terra Tech SEC Reports”). All of the SKYC Terra Tech SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC Terra Tech included in the SKYC Terra Tech SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCTerra Tech, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Terra Tech as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Terra Tech SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCTerra Tech, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Terra Tech as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Terra Tech SEC Reports, since December 3123, 2010, 2008 there has not been (i) any material adverse change in SKYCTerra Tech’s business, assets, liabilities, operations, and, to the knowledge of SKYCTerra Tech, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCTerra Tech’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Terra Tech Common Stock other than consistent with past practices, (iii) any material change in SKYCTerra Tech’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCTerra Tech’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Terra Tech has filed or otherwise furnished all reports required to be filed or furnished with the SEC pursuant to the Securities Act and Exchange Act since January 1, 2017 (all such reports, forms, definitive proxy statements, schedules and documents and related exhibits, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Terra Tech with the SEC, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended, are collectively referred to as the “SKYC Terra Tech SEC Reports”). All of the SKYC Terra Tech SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act, the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Act or of 2010, and the Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC with respect to any of the Terra Tech SEC Reports. To the Knowledge of Terra Tech, none of the Terra Tech SEC Reports is the subject of ongoing SEC review or outstanding SEC investigation. None of the subsidiaries of Terra Tech is required to file any forms, reports, registrations, statements or other documents with the SEC. (b) The audited financial statements (including the notes thereto) of SKYC Terra Tech included or incorporated by reference in the SKYC Terra Tech SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCTerra Tech, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and ), (iii) present fairly the financial position of SKYC Terra Tech as of the dates thereof and the results of operations and cash flows for the periods then ended, and (iv) (z) comply as to form, in all material respects, with the applicable accounting requirements under the Securities Act, the Exchange Act and the applicable rules and regulations of the SEC. The unaudited financial statements included or incorporated by reference in the SKYC Terra Tech SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCTerra Tech, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and ), (iii) present fairly the financial position of SKYC Terra Tech as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto, and (iv) (z) comply as to form, in all material respects, with the applicable accounting requirements under the Securities Act, the Exchange Act and the applicable rules and regulations of the SEC. (bc) Neither Terra Tech nor any subsidiary of Terra Tech is, or has any commitment to become, a party to any joint venture, off-balance sheet partnership or any similar contract, understanding or arrangement (including any contract relating to any transaction or relationship between or among Terra Tech and any subsidiary of Terra Tech, on the one hand, and any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or intended effect of such contract, understanding or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Terra Tech or any subsidiary of Terra Tech in the Terra Tech SEC Reports (including any audited financial statements and unaudited interim financial statements of Terra Tech included therein). (d) Except as set forth on Section 3.6(d) of the Terra Tech Disclosure Schedule, and except as specifically contemplated by this Agreement or reflected in the SKYC Terra Tech SEC Reports, since December 31January 1, 2010, 2018 there has not been (i) any material adverse change in SKYCTerra Tech’s business, assets, liabilities, operations, and, to the knowledge Knowledge of SKYCTerra Tech, no event has occurred that is likely to would have a Material Adverse Effect on SKYCTerra Tech’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Terra Tech Common Stock other than consistent with past practices, (iii) any material change in SKYCTerra Tech’s accounting principles, procedures or methods, other than as required by Law or GAAP, (iv) cancellation termination in writing of any material customer contract except for termination upon expiration in accordance with the terms of such agreements or (v) the loss of any customer relationship which would have a Material Adverse Effect on SKYCTerra Tech’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC CHID has filed all reports required to be filed with the SEC pursuant to the Exchange Act since DECEMBER 31, 2003 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC CHID with the SEC, are collectively referred to as the “SKYC "CHID SEC Reports”REPORTS). All of the SKYC CHID SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC CHID included in the SKYC CHID SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCCHID, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC CHID as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC CHID SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCCHID, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC CHID as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC CHID SEC Reports, since December 31June 30, 20102004, there has not been (i) any material adverse change in SKYC’s CHID's business, assets, liabilities, operations, and, to the knowledge of SKYCCHID, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYC’s CHID's business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC CHID Common Stock other than consistent with past practices, (iii) any material change in SKYC’s CHID's accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYC’s CHID's business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Folkup Development has filed all reports required to be filed with the SEC pursuant to the Exchange Act since July 5, 2016 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Folkup Development with the SEC, are collectively referred to as the “SKYC Folkup Development SEC Reports”). All of the SKYC Folkup Development SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC Folkup Development included in the SKYC Folkup Development SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCFolkup Development, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Folkup Development as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Folkup Development SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCFolkup Development, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Folkup Development as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Folkup Development SEC Reports, since December 31July 5, 20102016, there has not been (i) any material adverse change in SKYCFolkup Development’s business, assets, liabilities, operations, and, to the knowledge of SKYCFolkup Development, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCFolkup Development’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Folkup Development Common Stock other than consistent with past practices, (iii) any material change in SKYCFolkup Development’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCFolkup Development’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Except with respect to a Form 8-K/A disclosing current audited financial statements of VOCALSCAPE, VOCALSCAPE has filed all reports required to be filed with the SEC pursuant to the Exchange Act since DECEMBER 31, 2003 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC VOCALSCAPE with the SEC, are collectively referred to as the “SKYC "VOCALSCAPE SEC Reports”REPORTS). All of the SKYC VOCALSCAPE SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC VOCALSCAPE included in the SKYC VOCALSCAPE SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCVOCALSCAPE, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC VOCALSCAPE as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC VOCALSCAPE SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCVOCALSCAPE, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC VOCALSCAPE as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC VOCALSCAPE SEC Reports, since December 31June 30, 20102004, there has not been (i) any material adverse change in SKYC’s VOCALSCAPE's business, assets, liabilities, operations, and, to the knowledge of SKYCVOCALSCAPE, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYC’s VOCALSCAPE's business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC VOCALSCAPE Common Stock other than consistent with past practices, (iii) any material change in SKYC’s VOCALSCAPE's accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYC’s VOCALSCAPE's business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC TPN Nevada has filed all reports required to be filed with the SEC pursuant to the Exchange Act since September 27, 2011 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC TPN Nevada with the SEC, are collectively referred to as the “SKYC TPN Nevada SEC Reports”). All of the SKYC TPN Nevada SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC TPN Nevada included in the SKYC TPN Nevada SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCTPN Nevada, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC TPN Nevada as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC TPN Nevada SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCTPN Nevada, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC TPN Nevada as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC TPN Nevada SEC Reports, since December 31September 27, 2010, 2011 there has not been (i) any material adverse change in SKYCTPN Nevada’s business, assets, liabilities, operations, and, to the knowledge of SKYCTPN Nevada, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCTPN Nevada’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC TPN Nevada Common Stock other than consistent with past practices, (iii) any material change in SKYCTPN Nevada’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCTPN Nevada’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Fovea Jewelry has filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 2016 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Fovea Jewelry with the SEC, are collectively referred to as the “SKYC Fovea Jewelry SEC Reports”). All of the SKYC Fovea Jewelry SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC Fovea Jewelry included in the SKYC Fovea Jewelry SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCFovea Jewelry, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Fovea Jewelry as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Fovea Jewelry SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCFovea Jewelry, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Fovea Jewelry as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Fovea Jewelry SEC Reports, since December 31January 1, 20102016, there has not been (i) any material adverse change in SKYCFovea Jewelry’s business, assets, liabilities, operations, and, to the knowledge of SKYCFovea Jewelry, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCFovea Jewelry’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Fovea Jewelry Common Stock other than consistent with past practices, (iii) any material change in SKYCFovea Jewelry’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCFovea Jewelry’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Cosmos has filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 2016 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Cosmos with the SEC, are collectively referred to as the “SKYC Cosmos SEC Reports”). All of the SKYC Cosmos SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC Cosmos included in the SKYC Cosmos SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCCosmos, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Cosmos as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Cosmos SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCCosmos, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Cosmos as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Cosmos SEC Reports, since December 31January 1, 20102016, there has not been (i) any material adverse change in SKYCCosmos’s business, assets, liabilities, operations, and, to the knowledge of SKYCCosmos, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCCosmos’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Cosmos Common Stock other than consistent with past practices, (iii) any material change in SKYCCosmos’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCCosmos’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Stony Hill has filed all reports required to be filed with the SEC pursuant to the Exchange Act since October 2, 2015 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Stony Hill with the SEC, are collectively referred to as the “SKYC Stony Hill SEC Reports”). All of the SKYC Stony Hill SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC Stony Hill included in the SKYC Stony Hill SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCStony Hill, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Stony Hill as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Stony Hill SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCStony Hill, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Stony Hill as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Stony Hill SEC Reports, since December 31October 2, 20102015, there has not been (i) any material adverse change in SKYCStony Hill’s business, assets, liabilities, operations, and, to the knowledge of SKYCStony Hill, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCStony Hill’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Stony Hill Common Stock other than consistent with past practices, (iii) any material change in SKYCStony Hill’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCStony Hill’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC NNAX has filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 2016 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC NNAX with the SEC, are collectively referred to as the “SKYC NNAX SEC Reports”). All of the SKYC NNAX SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC NNAX included in the SKYC NNAX SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCNNAX, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC NNAX as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC NNAX SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCNNAX, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC NNAX as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC NNAX SEC Reports, since December 31January 1, 20102016, there has not been (i) any material adverse change in SKYCNNAX’s business, assets, liabilities, operations, and, to the knowledge of SKYCNNAX, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCNNAX’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC NNAX Common Stock other than consistent with past practices, (iii) any material change in SKYCNNAX’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCNNAX’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC DSFX has filed all reports required to be filed with the SEC pursuant to the Exchange Act since September 30, 2006 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC DSFX with the SEC, are collectively referred to as the “SKYC "DSFX SEC Reports”"). All of the SKYC DSFX SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC DSFX included in the SKYC DSFX SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCDSFX, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC DSFX as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC DSFX SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCDSFX, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC DSFX as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC DSFX SEC Reports, since December 31September 30, 20102006, there has not been (i) any material adverse change in SKYC’s DSFX's business, assets, liabilities, operations, and, to the knowledge of SKYCDSFX, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYC’s DSFX's business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC DSFX Common Stock other than consistent with past practices, (iii) any material change in SKYC’s DSFX's accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYC’s DSFX's business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Purchaser has filed all reports required to be filed with the SEC pursuant to the Exchange Act Act, if any, since its initial public offering on December 9, 1998 (all such reports, including those to be filed prior to the Closing Date Date, collectively, the "PURCHASER SEC REPORTS"), and has previously furnished or made available to the Company true and complete copies of all registration statements the Purchaser SEC Reports filed, if any, with respect to periods ending after December 9, 1998 (including any exhibits thereto) and prospectuses will promptly deliver to the Company any Purchaser SEC Reports filed by SKYC with between the SEC, are collectively referred to as date hereof and the “SKYC SEC Reports”)Effective Time. All of such Purchaser SEC Reports complied at the SKYC time they were filed in all material respects with applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of such Purchaser SEC Reports, as of their respective dates of filing (or if as amended or superseded by a filing prior to through the date of this Agreementhereof), then on contained or, with respect to Purchaser SEC Reports filed after the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunderhereof, as the case may be, and (ii) did not will contain any untrue statement of a material fact or omitted or, with respect to Purchaser SEC Reports filed after the date hereof, will omit to state a 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 audited financial statements of SKYC Purchaser included in the SKYC Purchaser SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCPurchaser, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Purchaser as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Purchaser SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCPurchaser, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Purchaser as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties shall also be deemed to be made with respect to all filings made with the SEC on or before the Effective Time. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Purchaser SEC Reports, since December March 31, 2010, 1999 there has not been (i) any material adverse change in SKYC’s business, assets, liabilities, operations, and, to the knowledge of SKYC, no or event has occurred that is likely to have having a Purchaser Material Adverse Effect on SKYC’s business, assets, liabilities or operationsEffect, (ii) any declarations declaration, setting aside or payment of any dividend or distribution with respect to the SKYC Common Stock common stock of Purchaser other than consistent with past practices, or (iii) any material change in SKYC’s Purchaser's accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect on SKYC’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Terra Tech has filed all reports required to be filed with the SEC pursuant to the Exchange Act since June 11, 2010 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Terra Tech with the SEC, are collectively referred to as the “SKYC "Terra Tech SEC Reports”"). All of the SKYC Terra Tech SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this AgreementSigning Date, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC Terra Tech included in the SKYC Terra Tech SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCTerra Tech, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Terra Tech as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Terra Tech SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCTerra Tech, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Terra Tech as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Terra Tech SEC Reports, since December 31June 11, 2010, there has not been (i) any material adverse change in SKYC’s Terra Tech's business, assets, liabilities, or operations, and, to the knowledge of SKYCTerra Tech, no event has occurred that is likely to have a Material Adverse Effect on SKYC’s Terra Tech's business, assets, liabilities liabilities, or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Terra Tech Common Stock other than consistent with past practices, (iii) any material change in SKYC’s Terra Tech's accounting principles, procedures procedures, or methods, (iv) cancellation in writing of any material customer contract contract, or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYC’s Terra Tech's business, assets, liabilities liabilities, or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC ECOH has filed all reports required to be filed with the SEC pursuant to the Exchange Act (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC ECOH with the SEC, are collectively referred to as the “SKYC ECOH SEC Reports”). All of the SKYC ECOH SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC ECOH included in the SKYC ECOH SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCECOH, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC ECOH as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC ECOH SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCECOH, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC ECOH as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC ECOH SEC Reports, since December 31, 20102009, there has not been (i) any material adverse change in SKYCECOH’s business, assets, liabilities, operations, and, to the knowledge of SKYCECOH, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCECOH’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC ECOH Common Stock other than consistent with past practices, (iii) any material change in SKYCECOH’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCECOH’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Purchaser has filed all reports forms, reports, schedules, statements and other documents required to be filed with the SEC Commission pursuant to the Exchange Act since October 31, 1997 (all such reportscollectively, including those to be filed prior to as supplemented and amended since the Closing Date and all registration statements and prospectuses filed by SKYC with time of filing, the SEC, are collectively referred to as the “SKYC "SEC Reports”Filings"). All of such SEC Filings complied at the SKYC SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied time they were filed in all material respects as to form with the applicable requirements of the Securities Act or and the Exchange Act and the rules and regulations thereunder. None of such SEC Filings, as of their respective dates (as amended through the case may bedate hereof), and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a 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 audited financial statements of SKYC Purchaser included in the SKYC SEC Reports Filings comply in all material respects with the published rules and regulations of the SEC Commission with respect thereto, and such audited financial statements (i) were prepared derived from and are consistent with the books and records of SKYCPurchaser, (ii) were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly in all material respects the financial position of SKYC Purchaser as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC SEC Reports Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared derived from and are consistent with the books and records of SKYCPurchaser, (ii) were prepared in accordance with GAAPUnited States generally accepted accounting principles, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly in all material respects the financial position of SKYC Purchaser as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC SEC ReportsFilings, since December January 31, 2010, 2000 there has not been (i) any material adverse change in SKYC’s business, assets, liabilities, operations, and, to the knowledge of SKYC, no or event has occurred that is likely to have having a Material Adverse Effect on SKYC’s business, assets, liabilities or operationsPurchaser, (ii) any declarations declaration setting aside or payment of any dividend or distribution with respect to the SKYC Common Stock other than consistent with past practicescommon stock of Purchaser, or (iii) any material change in SKYC’s Purchaser's accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect on SKYC’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC The Company has filed all reports required to be filed with the SEC U.S. Securities and Exchange Commission ("SEC") pursuant to the Securities Act of --- 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934 -------------- as amended (the "Exchange Act"), since its initial public offering on May 20, ------------ 1999 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC the Company with the SECSEC in connection with the Company's initial public offering, are collectively referred to as the “SKYC "Company SEC Reports”"), and has previously furnished or made ------------------- available to Purchaser true and complete copies of all the Company SEC Reports filed, if any, with respect to periods ending after May 20, 1999 (including any exhibits thereto) and will promptly deliver to Purchaser any Company SEC Reports filed between the date hereof and the Closing Date. All of such Company SEC Reports complied at the SKYC time they were filed and declared effective, if applicable, in all material respects with applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of such Company SEC Reports, as of their respective dates of filing (or if as amended or superseded by a filing prior to through the date of this Agreementhereof), then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a 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 audited financial statements of SKYC the Company included in the SKYC Company SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCthe Company, (ii) were prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be ---- indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC the Company as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Company SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCthe Company, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC the Company as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Company SEC Reports, since December 31May 20, 20101999, there has not been (i) any material adverse change in SKYC’s the Company's business, assets, liabilities, or operations, and, to the knowledge of SKYCthe Company, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYC’s the Company's business, assets, liabilities or operations, ; or (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Common Stock other than consistent with past practices, (iii) any material change in SKYC’s the Company's accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect on SKYC’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Agentix has filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 2016 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Agentix with the SEC, are collectively referred to as the “SKYC Agentix SEC Reports”). All of the SKYC Agentix SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC Agentix included in the SKYC Agentix SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCAgentix, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Agentix as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Agentix SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCAgentix, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Agentix as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Agentix SEC Reports, since December 31January 1, 20102016, there has not been (i) any material adverse change in SKYCAgentix’s business, assets, liabilities, operations, and, to the knowledge of SKYCAgentix, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCAgentix’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Agentix Common Stock other than consistent with past practices, (iii) any material change in SKYCAgentix’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCAgentix’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC CHID has filed all reports required to be filed with the SEC pursuant to the Exchange Act since DECEMBER 31, 2003 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC CHID with the SEC, are collectively referred to as the “SKYC "CHID SEC Reports”REPORTS). All of the SKYC CHID SEC Reports, as of their respective dates of filing (or if amended or superseded Galaxy View International Ltdrseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC CHID included in the SKYC CHID SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCCHID, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC CHID as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC CHID SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCCHID, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC CHID as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC CHID SEC Reports, since December 31June 30, 20102004, there has not been (i) any material adverse change in SKYC’s CHID's business, assets, liabilities, operations, and, to the knowledge of SKYCCHID, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYC’s CHID's business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC CHID Common Stock or the CHID Preferred Stock other than consistent with past practices, (iii) any material change in SKYC’s CHID's accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYC’s CHID's business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC CTTG has filed all reports required to be filed with the SEC pursuant to the Exchange Act since December 31, 2004 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC CTTG with the SEC, are collectively referred to as the “SKYC CTTG SEC Reports”). All of the SKYC CTTG SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC CTTG included in the SKYC CTTG SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCCTTG, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC CTTG as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC CTTG SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCCTTG, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC CTTG as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC CTTG SEC Reports, since December March 31, 20102006, there has not been (i) any material adverse change in SKYCCTTG’s business, assets, liabilities, operations, and, to the knowledge of SKYCCTTG, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCCTTG’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC CTTG Common Stock other than consistent with past practices, (iii) any material change in SKYCCTTG’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCCTTG’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Except for certain ownership reports which were not filed by certain individuals, NEWN has filed all reports required to be filed with the SEC pursuant to the Exchange Act since December 31, 2004 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC NEWN with the SEC, are collectively referred to as the “SKYC NEWN SEC Reports”). All of the SKYC NEWN SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC NEWN included in the SKYC NEWN SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCNEWN, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC NEWN as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC NEWN SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCNEWN, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC NEWN as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC NEWN SEC Reports, since December 31September 30, 20102009, there has not been (i) any material adverse change in SKYCNEWN’s business, assets, liabilities, operations, and, to the knowledge of SKYCNEWN, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYC’s NEWN 's business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC NEWN Common Stock other than consistent with past practices, (iii) any material change in SKYC’s NEWN 's accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYC’s NEWN 's business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC ADC has filed all reports forms, reports, schedules, statements and other documents required to be filed with the SEC Commission pursuant to the Exchange Act since October 31, 1997 (all such reportscollectively, including those to be filed prior to as supplemented and amended since the Closing Date and all registration statements and prospectuses filed by SKYC with time of filing, the SEC, are collectively referred to as the “SKYC "SEC Reports”Filings"). All of such SEC Filings complied at the SKYC SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied time they were filed in all material respects as to form with the applicable requirements of the Securities Act or and the Exchange Act and the rules and regulations thereunder. None of such SEC Filings, as of their respective dates (as amended through the case may bedate hereof), and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a 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 audited financial statements of SKYC ADC included in the SKYC SEC Reports Filings comply in all material respects with the published rules and regulations of the SEC Commission with respect thereto, and such audited financial statements (i) were prepared derived from and are consistent with the books and records of SKYCADC, (ii) were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly in all material respects the financial position of SKYC ADC as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC SEC Reports Filings comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared derived from and are consistent with the books and records of SKYCADC, (ii) were prepared in accordance with GAAPUnited States generally accepted accounting principles, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly in all material respects the financial position of SKYC ADC as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC SEC ReportsFilings, since December January 31, 2010, 2000 there has not been (i) any material adverse change in SKYC’s business, assets, liabilities, operations, and, to the knowledge of SKYC, no or event has occurred that is likely to have having a Material Adverse Effect on SKYC’s business, assets, liabilities or operationsADC, (ii) any declarations declaration setting aside or payment of any dividend or distribution with respect to the SKYC Common Stock other than consistent with past practicescommon stock of ADC, or (iii) any material change in SKYC’s ADC's accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect on SKYC’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Home System Group has filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 2007 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Home System Group with the SEC, are collectively referred to as the “SKYC Home System Group SEC Reports”). All of the SKYC Home System Group SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The To the knowledge of Home System Group, the audited financial statements of SKYC Home System Group included in the SKYC Home System Group SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCHome System Group, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) ), and (iii) present fairly the financial position of SKYC Home System Group as of the dates thereof and the results of operations and cash flows for the periods then ended. The To the knowledge of Home System Group, the unaudited financial statements included in the SKYC Home System Group SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCHome System Group, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) ), and (iii) present fairly the financial position of SKYC Home System Group as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Home System Group SEC Reports, since December 31January 1, 20102007, there has not been (i) any material adverse change in SKYCHome System Group’s business, assets, liabilities, operations, and, to the knowledge of SKYCHome System Group, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCHome System Group’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Common Stock Home System Group Shares other than consistent with past practices, (iii) any material change in SKYCHome System Group’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCHome System Group’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC The Company has filed all reports required to be filed with the SEC U.S. Securities and Exchange Commission ("SEC") pursuant to the Securities Act of --- 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934 -------------- as amended (the "Exchange Act"), since its initial public offering on May 20, ------------ 1999 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC the Company with the SECSEC in connection with the Company's initial public offering, are collectively referred to as the “SKYC "Company SEC Reports”"), and has ------------------- previously furnished or made available to Purchaser true and complete copies of all the Company SEC Reports filed, if any, with respect to periods ending after May 20, 1999 (including any exhibits thereto) and will promptly deliver to Purchaser any Company SEC Reports filed between the date hereof and the Closing Date. All of such Company SEC Reports complied at the SKYC time they were filed and declared effective, if applicable, in all material respects with applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of such Company SEC Reports, as of their respective dates of filing (or if as amended or superseded by a filing prior to through the date of this Agreementhereof), then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a 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 audited financial statements of SKYC the Company included in the SKYC Company SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCthe Company, (ii) were prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be ---- indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC the Company as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Company SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCthe Company, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC the Company as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Company SEC Reports, since December 31May 20, 20101999, there has not been (i) any material adverse change in SKYC’s the Company's business, assets, liabilities, or operations, and, to the knowledge of SKYCthe Company, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYC’s the Company's business, assets, liabilities or operations, ; or (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Common Stock other than consistent with past practices, (iii) any material change in SKYC’s the Company's accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect on SKYC’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Xxxxx has filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 2016 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Xxxxx with the SEC, are collectively referred to as the “SKYC Xxxxx SEC Reports”). All of the SKYC Xxxxx SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC Xxxxx included in the SKYC Xxxxx SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCXxxxx, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Xxxxx as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Xxxxx SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCXxxxx, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC Xxxxx as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Xxxxx SEC Reports, since December 31January 1, 20102016, there has not been (i) any material adverse change in SKYC’s Xxxxx’x business, assets, liabilities, operations, and, to the knowledge of SKYCXxxxx, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYC’s Xxxxx’x business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Xxxxx Common Stock other than consistent with past practices, (iii) any material change in SKYC’s Xxxxx’x accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYC’s Xxxxx’x business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC The Company has filed all reports required to be filed with the SEC U.S. Securities and Exchange Commission ("SEC") pursuant to the Securities Act of --- 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934 -------------- as amended (the "Exchange Act"), since its initial public offering on May 20, ------------ 1999 (all such reports, including those to be filed prior Execution Copy -------------- to the Closing Date and all registration statements and prospectuses filed by SKYC the Company with the SECSEC in connection with the Company's initial public offering, are collectively referred to as the “SKYC "Company SEC Reports”"), and has ------------------ previously furnished or made-available to Purchaser true and complete copies of all the Company SEC Reports filed, if any, with respect to periods ending after May 20, 1999 (including any exhibits thereto) and will promptly deliver to Purchaser any Company SEC Reports filed between the date hereof and the Closing Date. All of such Company SEC Reports complied at the SKYC time they were filed and declared effective, if applicable, in all material respects with applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of such Company SEC Reports, as of their respective dates of filing (or if as amended or superseded by a filing prior to through the date of this Agreementhereof), then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a 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 audited financial statements of SKYC the Company included in the SKYC Company SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCthe Company, (ii) were prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be ---- indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC the Company as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC Company SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCthe Company, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC the Company as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The foregoing representations and warranties shall also be deemed to be made with respect to all filings made with the SEC on or before the Closing Date. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Company SEC Reports, since December 31May 20, 20101999, there has not been (i) any material adverse change in SKYC’s the Company's business, assets, liabilities, or operations, and, to the knowledge of SKYCthe Company, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYC’s the Company's business, assets, liabilities or operations, ; or (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Common Stock other than consistent with past practices, (iii) any material change in SKYC’s the Company's accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect on SKYC’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC CDCG has filed all reports required to be filed with the SEC pursuant to the Exchange Act since DECEMBER 31, 2003 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC CDCG with the SEC, are collectively referred to as the “SKYC "CDCG SEC Reports”REPORTS). All of the SKYC CDCG SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC CDCG included in the SKYC CDCG SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCCDCG, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC CDCG as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC CDCG SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCCDCG, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC CDCG as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC CDCG SEC Reports, since December 31June 30, 20102004, there has not been (i) any material adverse change in SKYC’s CDCG's business, assets, liabilities, operations, and, to the knowledge of SKYCCDCG, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYC’s CDCG's business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC CDCG Common Stock other than consistent with past practices, (iii) any material change in SKYC’s CDCG's accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYC’s CDCG's business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Home System Group has filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 2007 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC Home System Group with the SEC, are collectively referred to as the “SKYC Home System Group SEC Reports”). All of the SKYC Home System Group SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The To the knowledge of Home System Group, the audited financial statements of SKYC Home System Group included in the SKYC Home System Group SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCHome System Group, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) ), and (iii) present fairly the financial position of SKYC Home System Group as of the dates thereof and the results of operations and cash flows for the periods then ended. The To the knowledge of Home System Group, the unaudited financial statements included in the SKYC Home System Group SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCHome System Group, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) ), and (iii) present fairly the financial position of SKYC Home System Group as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC Home System Group SEC Reports, since December 31January 1, 20102007, there has not been (i) any material adverse change in SKYCHome System Group’s business, assets, liabilities, operations, and, to the knowledge of SKYCHome System Group, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYCHome System Group’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC Home System Group Common Stock other than consistent with past practices, (iii) any material change in SKYCHome System Group’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYCHome System Group’s business, assets, liabilities or operations.

Reports and Financial Statements; Absence of Certain Changes. (a) SKYC Except for certain ownership reports which were not filed by certain individuals, NEWN has filed all reports required to be filed with the SEC pursuant to the Exchange Act since December 31, 2004 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by SKYC NEWN with the SEC, are collectively referred to as the “SKYC NEWN SEC Reports”REPORTS). All of the SKYC NEWN SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of SKYC NEWN included in the SKYC NEWN SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of SKYCNEWN, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC NEWN as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SKYC NEWN SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of SKYCNEWN, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of SKYC NEWN as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. (b) Except as specifically contemplated by this Agreement or reflected in the SKYC NEWN SEC Reports, since December 31September 30, 20102009, there has not been (i) any material adverse change in SKYC’s NEWN's business, assets, liabilities, operations, and, to the knowledge of SKYCNEWN, no event has occurred that is likely to have a Material Adverse Effect material adverse effect on SKYC’s NEWN's business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the SKYC NEWN Common Stock other than consistent with past practices, (iii) any material change in SKYC’s NEWN's accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a Material Adverse Effect material adverse effect on SKYC’s NEWN's business, assets, liabilities or operations.