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 All of the SKYC SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.