Common use of S-4; Financial Statements Clause in Contracts

S-4; Financial Statements. As of the date hereof, the sections of the Draft Form S-4 titled “Risk Factors – Risks Related to Ocuphire,” “Ocuphire Business,” “Ocuphire Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Related Party Transactions of Directors and Executive Officers of the Combined Company – Ocuphire Transactions” and “Principal Stockholders of Ocuphire,” and at the time the Final Form S-4 or such amendment thereto is filed with the SEC, do not, and will 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 the light of the circumstances under which they were made, not misleading. As of the date hereof, the Draft Form S-4, and as of each filing date of the Final Form S-4 or any amendment thereto, the financial statements of Ocuphire included in the Draft Form S-4 comply, and in the Final Form S-4 will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been, and will be, prepared in accordance with U.S. generally accepted accounting principles consistently applied during the periods involved (“GAAP”), (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Ocuphire and the Ocuphire Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of Ocuphire to any of the Buyers which is not included in the Draft Form S-4 (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

S-4; Financial Statements. As of the date hereofdates of the filing of the Form S-4, including the filing on June 14, 2019 substantially in the form previously provided to the Buyers and any amendments thereto, the sections of the Draft Form S-4 titled “Risk Factors – Factors—Risks Related to OcuphireOcugen,” “Ocuphire Risk Factors—Risks Related to Ocugen’s Intellectual Property,” “Ocugen Business,” “Ocuphire Ocugen Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Related Party Transactions of Directors and Executive Officers of the Combined Company – Ocuphire Transactions” and “Principal Stockholders of OcuphireOcugen,” did not, and at the time the Final Form S-4 or such amendment thereto is filed with the SEC, do not, and SEC will 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 the light of the circumstances under which they were made, not misleading. As of the date hereof, the Draft Form S-4, and as of each filing date of the Final Form S-4 or any amendment thereto, the financial statements of Ocuphire Ocugen included in the Draft Form S-4 comply, and in the Final Form S-4 will comply, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been, and will be, be prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), consistently applied during the periods involved (“GAAP”), (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Ocuphire Ocugen and the Ocuphire Ocugen Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of Ocuphire Ocugen or Histogenics relating to Ocugen to any of the Buyers which is not included in the Draft Form S-4 in the form previously provided to the Buyers (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement) contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

S-4; Financial Statements. As of the date hereofdates of the filing of the Form S-4, including any amendments thereto, the sections of the Draft Form S-4 titled “Risk Factors – — Risks Related to OcuphireTimber’s Business, Financial Position and Capital Requirements,” “Ocuphire Timber Business,” “Ocuphire Timber Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Related Party Transactions of Directors and Executive Officers of the Combined Company – Ocuphire TransactionsTimber” and “Principal Stockholders Securityholders of OcuphireTimber,” and at the time the Final Form S-4 or such amendment thereto is was filed with the SEC, do not, and will not, 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 the light of the circumstances under which they were made, not misleading. As of the date hereof, the Draft Form S-4, and as of each filing date of the Final Form S-4 or any amendment thereto, the financial statements of Ocuphire Timber included in the Draft Form S-4 comply, and in the Final Form S-4 will comply, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been, and will be, been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), consistently applied during the periods involved (“GAAP”), (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Ocuphire Timber and the Ocuphire Timber Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of Ocuphire Timber to any of the Buyers which is not included in the Draft Form S-4 (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

S-4; Financial Statements. As of the date hereofInitial Subscription Date, the sections of the Draft Form S-4 titled “"Risk Factors – Risks Related to Ocuphire,” “" "Ocuphire Business,” “" "Ocuphire Management’s 's Discussion and Analysis of Financial Condition and Results of Operations,” “" "Related Party Transactions of Directors and Executive Officers of the Combined Company – Ocuphire Transactions” " and “"Principal Stockholders of Ocuphire,” " and at the time the Final Form S-4 or such amendment thereto is filed with the SEC, do not, and will 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 the light of the circumstances under which they were made, not misleading. As of the date hereofInitial Subscription Date, the Draft Form S-4, and as of each filing date of the Final Form S-4 or any amendment thereto, the financial statements of Ocuphire included in the Draft Form S-4 comply, and in the Final Form S-4 will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been, and will be, prepared in accordance with U.S. generally accepted accounting principles consistently applied during the periods involved (“"GAAP”"), (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Ocuphire and the Ocuphire Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of Ocuphire to any of the Buyers which is not included in the Draft Form S-4 (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

S-4; Financial Statements. As of the date hereofdates of the filing of the Form S-4, including any amendments thereto, the sections of the Draft Form S-4 titled “"Risk Factors – — Risks Related to OcuphireGRI's Business, Financial Position and Capital Requirements,” “Ocuphire " "GRI Business,” “Ocuphire " "GRI Management’s 's Discussion and Analysis of Financial Condition and Results of Operations,” “" "Related Party Transactions of Directors and Executive Officers of the Combined Company – Ocuphire Transactions” GRI" and “"Principal Stockholders Securityholders of OcuphireGRI,” and " at the time the Final Form S-4 or such amendment thereto is was filed with the SEC, do not, and will not, 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 the light of the circumstances under which they were made, not misleading. As Except as set forth on Schedule 3(j), PrivateCo has no liabilities or obligations, absolute or contingent (individually or in the aggregate), except (i) liabilities and obligations incurred after December 31, 2021 in the ordinary course of business that are not material and (ii) obligations under contracts made in the date hereofordinary course of business that would not be required to be reflected in financial statements prepared in accordance with U.S. generally accepted accounting principles, consistently applied during the Draft Form S-4periods involved ("GAAP"). PrivateCo has made available to Buyer its unaudited financial statements as of and for the years ended December 31, 2020 and 2021, and unaudited financial statements as of each filing date of and for the Final Form S-4 or any amendment theretonine-month period ended September 30, the 2022. Such financial statements of Ocuphire included in the Draft Form S-4 comply, and in the Final Form S-4 will comply, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been, and will be, prepared in accordance with U.S. generally accepted accounting principles consistently applied during the periods involved (“GAAP”), (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Ocuphire each of PrivateCo and the Ocuphire Subsidiaries as of PrivateCo Subsidiaries, on a consolidated basis, at the respective dates thereof and the results of its operations and cash flows for the periods then ended (subjectindicated, in except that the case of unaudited statements, interim financial statements will be subject to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of Ocuphire PrivateCo to any of the Buyers which is not included in the Draft Form S-4 (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

S-4; Financial Statements. As of the date hereofdates of the filing of the Form S-4, including any amendments thereto, the sections of the Draft Form S-4 titled “Risk Factors – Risks Related Relating to OcuphireSonnet’s Business and Stock Ownership in Sonnet,” “Ocuphire Sonnet Business,” “Ocuphire Sonnet Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Related Certain Relationships and Related-Party Transactions of Directors and Executive Officers of the Combined Company – Ocuphire TransactionsSonnet” and “Principal Stockholders of OcuphireSonnet,” and at the time the Final Form S-4 or such amendment thereto is was filed with the SEC, do not, and will not, 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 the light of the circumstances under which they were made, not misleading. As of the date hereof, the Draft Form S-4, and as of each filing date of the Final Form S-4 or any amendment thereto, the financial statements of Ocuphire Sonnet included in the Draft Form S-4 comply, and in the Final Form S-4 will comply, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been, and will be, been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), consistently applied during the periods involved (“GAAP”), (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Ocuphire Sonnet and the Ocuphire Sonnet Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of Ocuphire Sonnet to any of the Buyers which is not included in the Draft Form S-4 (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

S-4; Financial Statements. As of the date hereofdates of the filing of the Form S-4, including any amendments thereto, the sections of the Draft Form S-4 titled “"Risk Factors – Factors—Risks Related to OcuphireSeelos,” “Ocuphire " "Risk Factors—Risks Related to Seelos' Intellectual Property," "Seelos Business,” “Ocuphire " "Seelos Management’s 's Discussion and Analysis of Financial Condition and Results of Operations,” “Related Party Transactions of Directors " and Executive Officers of the Combined Company – Ocuphire Transactions” and “"Principal Stockholders of OcuphireSeelos,” and " at the time the Final Form S-4 or such amendment thereto is was filed with the SEC, do not, and will not, 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 the light of the circumstances under which they were made, not misleading. As of the date hereof, the Draft Form S-4, and as of each filing date of the Final Form S-4 or any amendment thereto, the financial statements of Ocuphire Seelos included in the Draft Form S-4 comply, and in the Final Form S-4 will comply, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been, and will be, been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), consistently applied during the periods involved (“GAAP”), (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Ocuphire and the Ocuphire Subsidiaries Seelos as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of Ocuphire Seelos or Apricus relating to Seelos to any of the Buyers which is not included in the Draft Form S-4 (including, without limitation, information referred to in Section 2(d) of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.