Common use of Disclosure Documents Clause in Contracts

Disclosure Documents. (a) The proxy statement to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meeting, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The proxy statement of Parent (the "Parent Proxy Statement") to be filed with the SEC and ASX and sent to the Company Stockholders Commission in connection with the Company Stockholder Meeting Merger and the Registration Statement on Form S-4 of Parent (as amended or supplemented from time the "Form S-4") to timebe filed under the Securities Act relating to the issuance of Parent Common Stock in the Merger, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed will, when filed, subject to the Company Stockholders and at the time last sentence of the Company Stockholder MeetingSection 4.9(b), will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations Securities Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of Neither the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Parent Proxy Statement or nor any amendment or supplement thereto thereto, will, at the date the Parent Proxy Statement or any such amendment or supplement is first mailed to stockholders of Parent or at the time it becomes effective under such stockholders vote on the Securities Actmatters constituting the Parent Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Form S-4 nor any amendment or supplement thereto will at the time it becomes effective under the Securities Act or at the Effective Time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. No representation or warranty is made by Parent in this Section 4.9 with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Parent Proxy Statement or the Form S-4. (iic) None of the Australian Prospectus information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Company Proxy Statement or any amendment or supplement thereto will, at the date the Company Proxy Statement or any amendment or supplement thereto is first mailed to the stockholders of the Company or at the time lodged with ASIC the stockholders vote on the adoption and at all times on or before approval of this Agreement and the Effective Timetransactions contemplated hereby, contain any untrue statement of a misleading or deceptive statement material fact or omit to state any material required by fact necessary in order to make the Corporations Act or any relevant ASIC class ordersstatements therein, policies and requirementsin light of the circumstances under which they were made, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)misleading.

Disclosure Documents. (a) The proxy statement None of the documents required to be filed by the Company with the SEC and ASX and sent to after the Company Stockholders date hereof in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeTransactions will, the “Company Proxy Statement”) and any amendments or supplements thereto, at on the date the Company Proxy Statement or any of such amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meetingfiling, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made made, not misleading or (ii) contravene the Corporations Act, including Division 2 misleading. In furtherance and not in limitation of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, and subject to the last sentence of this Section 5.03, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two hereby covenants and contained in or omitted from any of the foregoing documents. (b) None agrees that none of the information supplied by or to be supplied by on behalf of the Company specifically for inclusion or incorporation by reference in (ia) a registration statement on Form S-4 (or similar successor form) to register the issuance of Parent Common Stock in connection with the Merger (including any amendments or supplements, the “Registration Statement or any amendment or supplement thereto Statement”) will, at the time it the Registration Statement becomes effective under the Securities ActAct (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (iib) the Australian definitive Joint Proxy Statement/Prospectus included in the Registration Statement at the time it becomes effective to be sent to the Company’s shareholders in connection with the Merger and the other Transactions and Infiniti’s stockholders in connection with the Transactions (including any amendments or any amendment or supplement thereto supplements, the “Joint Proxy Statement/Prospectus”) will, at the date it is first mailed to the Company’s shareholders or at the time lodged with ASIC and at all times on or before of the Effective TimeCompany Shareholders’ Meeting, contain any untrue statement of a misleading or deceptive statement material fact or omit to state any material required by fact necessary in order to make the Corporations Act or any relevant ASIC class ordersstatements therein, policies and requirementsin the light of the circumstances under which they are made, including any ASIC relief or “no action” letter (except that not misleading. Notwithstanding the Company will not be in breach foregoing provisions of this Section 4.10(b)(ii)5.03, if no representation or warranty is made by the Company, after becoming aware of a misleading Company with respect to information or deceptive statement, omission statements made or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation incorporated by reference in a supplementary the Registration Statement or replacement prospectus the Joint Proxy Statement/Prospectus which corrects were not supplied by or on behalf of the deficiency)Company.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC or required to be distributed to the securityholders of the Company or its Subsidiaries in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the proxy statement of the Company (the "Company Proxy Statement") to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Merger, and the offer to purchase the PS&T Notes pursuant to the Debt Offer and any related documents (as amended or supplemented from time to time, the “Company Proxy Statement”"Debt Offer Documents") and any amendments or supplements thereto, at when filed and /or mailed, as applicable, will comply as to form in all material respects with the date applicable requirements of the Exchange Act. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company, at the time such stockholders vote on adoption of this Agreement and at the Effective Time, the Company Stockholders Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Buyer specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to Buyer in writing specifically for use in connection with the proposed offering of bonds of Buyer described in the Commitment Letters (the "New Bond Offering") will not, at the time of the filing, if any, thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingconsummation of the Debt Offer, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The proxy or information statement of the Company to be filed as part of the Registration Statement with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Merger (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto will, when filed, comply as to form in all material respects with the applicable requirements of the 1934 Act. The Proxy Statement, or any amendment or supplement thereto, at shall not, on the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed to the stockholders of the Company Stockholders and at the time of the Company Stockholder MeetingApproval, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (ib) The information supplied by the Company for inclusion or incorporation by reference in the registration statement of Parent on Form S-4 or any amendment or supplement thereto to be filed with the SEC with respect to the offering of Parent Stock in connection with the Merger (the “Registration Statement”) shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (bc) None of the The information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement Schedule 13E-3 or any amendment or supplement thereto will, shall not at the time it becomes effective under the Securities Act, Schedule 13E-3 or any amendment or supplement thereto is filed with the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. As used herein, “Schedule 13E-3” means the Rule 13E-3 Transaction Statement on Schedule 13E-3 to be filed with the SEC in connection with this Agreement concurrently with the filing of the Registration Statement. (d) The representations and warranties contained in this Section 4.09 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Prospectus Proxy Statement or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required based upon information furnished by the Corporations Act Parent or any relevant ASIC class orders, policies and requirements, including any ASIC relief of its representatives or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent advisors specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) The proxy statement Each document required to be filed by the Company with the SEC and ASX and sent or required to be distributed or otherwise disseminated to the Company Stockholders Company’s shareholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger and the other Transactions, including the “Company Proxy Statement”) Statement and the Schedule 13E-3, and any amendments or supplements thereto, at when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the date applicable requirements of the Company Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder. (i) At the time the Proxy Statement or any such amendment or supplement thereto is first mailed to the holders of Company Stockholders Capital Stock, and at the time such shareholders vote on adoption of this Agreement, the Company Stockholder MeetingProxy Statement, as amended or supplemented, if applicable, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or and (ii) contravene at the Corporations Act, including Division 2 of Part 7.10, time the Schedule 13E-3 or any ASIC class ordersamendment or supplement thereto becomes effective, policies and requirementsthe Schedule 13E-3, including as amended or supplemented, will not contain any ASIC relief untrue statement of a material fact or “no action” letter issued by ASIC. The Proxy Statement will comply as omit to form state any material fact required to be stated therein or necessary to make the statements therein, in all material respects with the applicable provisions light of the Exchange Act and the Corporations Act. Notwithstanding the foregoingcircumstances under which they were made, the Company makes not misleading, except that no representation or warranty is made by the Company in this Section 3.07 with respect to any statements made or incorporated by reference therein based on information supplied by any Parent Entity or required to be supplied Sub specifically for inclusion or incorporation by Parent, Merger Subsidiary or Merger Subsidiary Two and contained reference in or omitted from any of the foregoing such documents. (bc) None of the information supplied or to be supplied by the Company, any Company Subsidiary or the Company’s Representatives for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto Form F-4 will, at the time the Form F-4 is filed with the SEC, at any time it becomes is amended or supplemented and at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they were made, not misleading misleading. None of the information supplied or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required to be supplied by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading any Company Subsidiary or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent Company’s Representatives for inclusion or incorporation by reference in a supplementary the Parent Circular or replacement prospectus the Parent Prospectus will, at the time the Parent Circular is first mailed to holders of Parent Ordinary Shares, at the time the Parent Prospectus is first published, at the time of any amendment or supplement of the Parent Circular or the Parent Prospectus and at the time of the Parent Shareholders Meeting, contain any information which corrects is not in accordance with the deficiency)facts or which omits anything likely to affect the import of such information.

Disclosure Documents. (a) Section 4.9.1 The proxy statement to be filed with the SEC Proxy Statement and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeany Other Filings, the “Company Proxy Statement”) and any amendments or supplements thereto, at (A) the date time the Company Registration Statement is declared effective, (B) the time the Proxy Statement (or any such amendment thereof or supplement thereto thereto) is first mailed to the Company Stockholders and at stockholders of the Company, (C) if applicable, the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (D) the time of the Company Stockholder Stockholders’ Meeting, (E) the time of the Parent Stockholders’ Meeting, and (F) the Effective Time, will not comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and other applicable Laws. Section 4.9.2 The Proxy Statement and any Other Filings, and any amendments or supplements thereto, do not, and will not, at (iA) the time the Registration Statement is declared effective, (B) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (C) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (D) the time of the Company Stockholders’ Meeting, (E) the time of the Parent Stockholders’ Meeting, and (F) the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made were made, not misleading misleading. The representations and warranties contained in this Section 4.9.2 will not apply to statements or (ii) contravene omissions included in the Corporations Act, including Division 2 of Part 7.10, Proxy Statement or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as Other Filings based upon information furnished in writing to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied Parent by the Company specifically for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)use therein.

Disclosure Documents. (ai) The Each document required to be filed by Company with the SEC in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents") including, without limitation, the Schedule 14D-9, the proxy or information statement of Company (the "Company Proxy Statement"), if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements thereto, at will, when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act. (ii) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of Company, at the time such stockholders vote on adoption of this Agreement and approval of the Merger and at the Effective Time, the Company Stockholders Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement, at the time of any distribution thereof and, except as subsequently amended or supplemented, throughout the remaining pendency of the Offer, each Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The representations and warranties contained in paragraphs (i) and (ii) of this Section 4.1(i) will not apply to statements or omissions included in the Company Disclosure Documents (including the Company Proxy Statement, if any), based upon information furnished to Company in writing by Parent or Merger Sub specifically for use therein. (iii) The information with respect to Company that Company furnishes to Parent or Merger Sub in writing specifically for use in the Offer Documents will not, at the time of the Company Stockholder Meetingfiling thereof, will not (i) at the time of any distribution thereof and, except as subsequently amended or supplemented, throughout the remaining pendency of the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company's shareholders in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement") to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act. (i) The Company Proxy Statement, as supplemented or amended, if applicable, at the date the time such Company Proxy Statement or any such amendment or supplement thereto is first mailed to shareholders of the Company Stockholders and at the time such shareholders vote on adoption of this Agreement and at the Effective Time and (ii) any Company Disclosure Document (other than the Company Proxy Statement), at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of the Company Stockholder Meetingany distribution or dissemination thereof, will not (i) contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement representations and warranties contained in this Section 5.09(b) will comply as not apply to form statements included in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, or omissions from the Company makes no representation or warranty Disclosure Documents based upon information furnished to the Company in writing by Parent specifically for use therein. (c) The information with respect to any information supplied the Company or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of its Subsidiaries or Affiliates that the foregoing documents. (b) None Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the information supplied filing thereof, at the time of any distribution or to be supplied by dissemination thereof and at the Company time of the consummation of the Offer, or for inclusion or incorporation by reference use in (i) the Registration Statement Form S-4 or any amendment or supplement thereto willthereto, at the time it the Form S-4 or any amendment or supplement becomes effective under and at the Securities ActEffective Time, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)misleading.

Disclosure Documents. (a) The proxy statement of Acquiror (the "Acquiror Proxy Statement") to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Merger and the Registration Statement on Form S-4 of Acquiror (as amended or supplemented from time the "Form S-4") to timebe filed under the 1933 Act relating to the issuance of Acquiror Common Stock in the Merger, that may be required to be filed with the “Company Proxy Statement”) SEC in connection with the issuance of shares of Acquiror Common Stock pursuant to the Merger and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed will, when filed, subject to the Company Stockholders and at the time last sentence of the Company Stockholder MeetingSection 4.09(b), will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations 1933 Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of Neither the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Acquiror Proxy Statement or nor any amendment or supplement thereto thereto, will, at the date the Acquiror Proxy Statement or any such amendment or supplement is first mailed to shareholders of Acquiror or at the time it becomes effective under such shareholders vote on the Securities Actmatters constituting the Acquiror Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Form S- 4 nor any amendment or supplement thereto will at the time it becomes effective under the 1933 Act or at the Effective Time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. No representation or warranty is made by Acquiror in this Section 4.09 with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Acquiror Proxy Statement or the Form S-4. (iic) None of the Australian Prospectus information supplied or to be supplied by Acquiror for inclusion or incorporation by reference in the Company Proxy Statement or any amendment or supplement thereto will, at the date the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of Company or at the time lodged with ASIC such stockholders vote on the adoption and at all times on or before approval of this Agreement and the Effective Timetransactions contemplated hereby, contain any untrue statement of a misleading or deceptive statement material fact or omit to state any material required by fact necessary in order to make the Corporations Act or any relevant ASIC class ordersstatements therein, policies and requirementsin light of the circumstances under which they were made, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)misleading.

Disclosure Documents. (a) The proxy statement of the Company relating to the required meeting of stockholders of the Company contemplated by Section 7.1(a) and the prospectus of Parent relating to the shares of Parent Common Stock to be issued in connection with the Merger (the “Proxy Statement/Prospectus”) to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Merger and the registration statement on Form S-4 of Parent (as amended or supplemented from time to time, the “Company Proxy StatementForm S-4”) to be filed under the Securities Act relating to the issuance of Parent Common Stock in the Merger, and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meetingwill, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Actwhen filed, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations Securities Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of Neither the information supplied or Proxy Statement/Prospectus to be supplied by filed with the Company for inclusion or incorporation by reference in (i) the Registration Statement or SEC, nor any amendment or supplement thereto thereto, will, at the date the Proxy Statement/Prospectus or any such amendment or supplement is first mailed to stockholders of Company or at the time it becomes effective under such stockholders vote on the Securities Actadoption and approval of this Agreement and the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Form S-4 nor any amendment or supplement thereto will at the time it becomes effective under the Securities Act or at the Effective Time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. (c) The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the Company Record Date (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement and to consummate the transactions contemplated hereby. (iid) the Australian Prospectus No representation or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required warranty is made by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading 4.9 with respect to statements made or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies incorporated by reference therein based on information to supplied by Parent for inclusion or incorporation by reference in a supplementary the Proxy Statement/Prospectus or replacement prospectus which corrects the deficiency)Form S-4.

Disclosure Documents. Section 3.9.1 The Proxy Statement and any Other Filings, and any amendments or supplements thereto, that the Company is responsible for filing at (aA) The proxy statement the time the Registration Statement is declared effective, (B) the time the Proxy Statement or such Other Filing (or any amendment thereof or supplement thereto) is first mailed to be filed the stockholders of the Company, and (C) the time of the Company Stockholders’ Meeting, as applicable, will comply as to form in all material respects with the SEC applicable requirements of the Securities Act, the Exchange Act and ASX and sent to other applicable Law. Section 3.9.2 None of the information supplied by the Company Stockholders for use in connection with the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) , and any amendments or supplements thereto, at (A) the date time the Company Registration Statement is declared effective, (B) the time the Proxy Statement (or any such amendment thereof or supplement thereto thereto) is first mailed to the Company Stockholders stockholders of the Company, and at (C) the time of the Company Stockholder Stockholders’ Meeting, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference use in the Registration Statement, at (iA) the time the Registration Statement or any amendment or supplement thereto willis declared effective, at and (B) the time it becomes effective under of the Securities ActCompany Stockholders’ Meeting, in each case, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading or (ii) misleading. None of the Australian Prospectus or information supplied by the Company for use in any amendment or supplement thereto willOther Filing, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act such Other Filing (or any relevant ASIC class orders, policies and requirements, including any ASIC relief amendment thereof or “no action” letter (except that supplement thereto) is first mailed to the Company will not be in breach stockholders of this Section 4.10(b)(ii), if the Company, after becoming aware will contain any untrue statement of a misleading material fact or deceptive statementomit to state any material fact necessary in order to make the statements made therein, omission in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.9.2 will not apply to statements or new circumstance that is materially adverse from omissions included in the point of view of an investorProxy Statement, promptly supplies the Registration Statement or any Other Filings to the extent based upon information supplied to the Company by Parent or Merger Sub for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)use therein.

Disclosure Documents. (a) The proxy Each document required to be filed by Buyer with the SEC in connection with the transactions contemplated by this Agreement (the "BUYER SEC DISCLOSURE DOCUMENTS"), including, without limitation, the registration statement of Buyer to be filed with the SEC and ASX and sent to the Company Stockholders on Form F-4 (or other appropriate form) in connection with the Company Stockholder Meeting issuance of Buyer Common Stock pursuant to this Agreement (as amended or supplemented from time to time, the “Company Proxy Statement”"FORM F-4") and any amendments or supplements thereto, at will, when filed, comply as to form in all material respects with the date applicable requirements of the Company Proxy Statement 1933 Act. Buyer is eligible to use Form F-4 for the registration of the Buyer Common Stock to be issued pursuant to the Merger. Each document required to be filed by Buyer under the Ontario or Quebec Securities laws in connection with the transactions contemplated by this Agreement (together with the Buyer SEC Disclosure Documents, the "BUYER DISCLOSURE DOCUMENTS"), will, when filed, comply as to form in all material respects with the applicable requirements of the Ontario or Quebec securities laws, as applicable. (b) At the time the prospectus which forms a part of the Form F-4 (the "BUYER PROSPECTUS") or any such amendment or supplement thereto is first mailed to stockholders of the Company Stockholders Company, and at the time of such stockholders vote on the Company Stockholder MeetingMerger, and at the Merger Date the Buyer Prospectus, as supplemented or amended, if applicable, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene misleading. At the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions time of the Exchange Act filing of any Buyer Disclosure Document and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Actof any distribution thereof, such Buyer Disclosure Document will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this Section 4.08 will not apply to statements included in or (ii) omissions from the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required Buyer Disclosure Documents based upon information furnished to Buyer by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent specifically for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)use therein.

Disclosure Documents. (a) The proxy statement to be filed with the SEC and ASX and sent to information supplied by the Company Stockholders in connection with writing for inclusion or incorporation by reference in the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement registration statement on Form S-4 or any such amendment or supplement thereto is first mailed pursuant to which shares of New Charter Common Stock issuable as part of the Company Stockholders and Merger Consideration will be registered with the SEC (the “Registration Statement”) shall not at the time of the Company Stockholder MeetingRegistration Statement is declared effective by the SEC (or, will not (iwith respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company in writing for inclusion or incorporation by reference in (i) the Registration Statement joint proxy statement/prospectus, or any amendment or supplement thereto willthereto, to be sent to the Company stockholders and Parent stockholders in connection with the Merger and the other transactions contemplated by this Agreement (the “Joint Proxy Statement/Prospectus”) shall not, on the date the Joint Proxy Statement/Prospectus, and any amendments or supplements thereto, is first mailed to the stockholders of the Company or the shareholders of Parent, at the time it becomes effective under of the Securities Act, Company Stockholder Approval or at the time of the Parent Stockholder Approval contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Registration Statement or Joint Proxy Statement/Prospectus based upon information furnished by Parent or Merger Subsidiary or any amendment of their respective representatives or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be advisors in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent writing specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) The None of the information to be supplied by the Company for inclusion in (i) the joint proxy statement relating to the Company Special Meeting and the Parent Special Meeting (in each case, as defined below) (also constituting the prospectus in respect of Parent Common Stock into which the Company Common Stock will be converted) (together with any amendments or supplements thereto, the “Proxy Statement”), to be filed by the Company and Parent with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeSEC, the “Company Proxy Statement”) and any amendments or supplements thereto, or (ii) the Registration Statement on Form S-4 (together with any amendments or supplements thereto, the “S-4”) to be filed by Parent with the SEC in connection with the Mergers, and any amendments or supplements thereto, will, at the date respective times such documents are filed, and, in the Company case of the Proxy Statement, at the time the Proxy Statement or any such amendment or supplement thereto is first mailed to the Company Stockholders stockholders and Parent shareholders, at the time of the Company Stockholder MeetingSpecial Meeting and the Parent Special Meeting and at the Merger I Effective Time, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary and, in order to make the statements therein in light case of the circumstances under which they are made not misleading or (ii) contravene the Corporations ActS-4, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time when it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated made therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading misleading. The Proxy Statement will comply in all material respects with the provisions of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, except that no representation or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required warranty is made by the Corporations Act Company with respect to information provided by Parent or any relevant ASIC class orders, policies and requirements, including any ASIC relief Merger Sub specifically for inclusion in the Proxy Statement. (b) None of the information supplied or “no action” letter (except that to be supplied by the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in any document provided to a supplementary lender or replacement prospectus potential lender in connection with the Financing (or any amendment or supplement to such a document), will, at the date on which corrects the deficiency)Financing is consummated, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, the proxy or information statement of the Company (the “Proxy Statement”), if any, to be filed with the SEC and ASX and sent to the Company Stockholders for use in connection with the Company solicitation of proxies from the Company’s stockholders in connection with the adoption of this Agreement and the Stockholder Meeting (as amended or supplemented from time to timeMeeting, the “Company Proxy Statement”) and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form and substance in all material respects with the applicable requirements of the 1934 Act. (i) The Proxy Statement, as supplemented or amended, if applicable, at the date the Company time such Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company, at the time such stockholders vote on adoption of this Agreement and at the Effective Time, and (ii) any Company Disclosure Document (other than the Proxy Statement), at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 5.09(b) will not apply to statements or omissions included in the Company Stockholders Disclosure Documents based upon information furnished to the Company in writing by Parent specifically for use therein. (c) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO, at the time of any distribution or dissemination of the Offer Documents and at the time of the Company Stockholder Meetingexpiration of the Offer (as it may be extended hereunder), will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) None of the information provided by Parent for inclusion in the Proxy Statement/Prospectus or any amendment or supplement thereto, at the time the Proxy Statement/Prospectus or any amendment or supplement thereto is first mailed to stockholders of the Company and Parent and at the time the Company’s stockholders vote on adoption of this Agreement, will contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The proxy registration statement of Parent to be filed with the SEC and ASX and sent with respect to the Company Stockholders offering of Parent Common Stock in connection with the Merger and the Registration Statement (or post-effective amendment) to be filed with respect to any exchange of Company Stockholder Meeting Exchangeable Shares for Parent Common Stock (as amended or supplemented from time to time, the “Company Proxy StatementRegistration Statements”) and any amendments or supplements thereto, at when filed, will comply as to form in all material respects with the date requirements of the Company Proxy 1933 Act. At the time each Registration Statement or any such amendment or supplement thereto is first mailed to the Company Stockholders becomes effective and at the time of the Company Stockholder MeetingEffective Time, such Registration Statement, as amended or supplemented, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act representations and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and warranties contained in this Section 6.14 will not apply to statements or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference omissions in (i) the a Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit based upon information furnished to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required Parent by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent specifically for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)use therein.

Disclosure Documents. (a) Section 3.8.1 The proxy statement to be filed with the SEC Proxy Statement and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeany Other Filings, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date that the Company is responsible for filing at (A) the time the Registration Statement is declared effective, (B) the time the Proxy Statement or such Other Filing (or any such amendment thereof or supplement thereto thereto) is first mailed to the Company Stockholders and at stockholders of the Company, (C) the time of the Company Stockholder Stockholders’ Meeting, (D) if the Parent Approval Requirement applies, the time the Proxy Statement (or amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, and (E) if the Parent Approval Requirement applies, the time of the Parent Stockholders’ Meeting, as applicable, will not comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and other applicable Law. Section 3.8.2 None of the information supplied by the Company for use in the Proxy Statement, at (iA) the time the Registration Statement is declared effective, (B) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (C) the time of the Company Stockholders’ Meeting, (D) if the Parent Approval Requirement applies, the time the Proxy Statement (or amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, and (E) if the Parent Approval Requirement applies, the time of the Parent Stockholders’ Meeting, in each case, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference use in the Registration Statement, at (iA) the time the Registration Statement or any amendment or supplement thereto willis declared effective, at and (B) the time it becomes effective under of the Securities ActCompany Stockholders’ Meeting, in each case, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading or (ii) misleading. None of the Australian Prospectus or information supplied by the Company for use in any amendment or supplement thereto willOther Filing, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act such Other Filing (or any relevant ASIC class orders, policies and requirements, including any ASIC relief amendment thereof or “no action” letter (except that supplement thereto) is first mailed to the Company will not be in breach stockholders of this Section 4.10(b)(ii), if the Company, after becoming aware will contain any untrue statement of a misleading material fact or deceptive statementomit to state any material fact necessary in order to make the statements made therein, omission in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.8.2 will not apply to statements or new circumstance that is materially adverse from omissions included in the point of view of an investorProxy Statement, promptly supplies the Registration Statement or any Other Filings based upon information supplied to the Company by Parent or Merger Sub for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)use therein.

Disclosure Documents. (a) The proxy statement to be filed with the SEC and ASX and sent to information supplied by the Company Stockholders for inclusion or incorporation by reference in connection with the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement registration statement on Form S-4 or any such amendment or supplement thereto is first mailed pursuant to which shares of Parent Stock issuable in the Company Stockholders and Parent Stock Issuance will be registered with the SEC (the “Registration Statement”) shall not at the time of the Company Stockholder MeetingRegistration Statement is declared effective by the SEC (or, will not (iwith respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement joint proxy statement/prospectus, or any amendment or supplement thereto willthereto, to be sent to the Company shareholders and Parent stockholders in connection with the Merger and the other transactions contemplated by this Agreement (the “Joint Proxy Statement”) shall not, on the date the Joint Proxy Statement, and any amendments or supplements thereto, is first mailed to the shareholders of the Company and the stockholders of Parent, at the time it becomes effective under of the Securities ActCompany Shareholder Approval, or at the time of the Parent Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Prospectus Joint Proxy Statement based upon information furnished by Parent or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent its representatives specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (athe "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act (the "COMPANY PROXY STATEMENT") The proxy statement and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act, if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeOffer and/or the Merger, the “Company Proxy Statement”) and any amendments or supplements theretothereto will, at when filed, comply with the date applicable requirements of the Exchange Act and the rules and regulations of the SEC, except that no representation or warranty is made hereby with respect to any information supplied by Parent or Merger Sub in writing expressly for inclusion in the Company Disclosure Documents. (a) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to shareholders of the Company, at the time such shareholders vote on adoption of this Agreement and at the Effective Time, the Company Stockholders Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon and in conformity with information furnished to the Company in writing by Parent or Merger Sub specifically for use therein. (b) The information with respect to the Company or any Subsidiary that the Company furnishes to Parent or Merger Sub in writing specifically for use in the Offer Documents will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingconsummation of the Offer, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The proxy statement Each document required to be filed by the Company with the SEC and ASX and sent to the Company Stockholders in connection with the transactions contemplated by this Agreement, including on Schedule 13E-3, (the "Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”Disclosure Documents") and any amendments or supplements thereto, at will, when filed, comply as to form with the date applicable requirements of the Exchange Act and the rules and regulations thereunder. (b) At the time any Company Proxy Statement Disclosure Document or any such amendment or supplement thereto is first mailed to stockholders of the Company, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the filing of any Company Disclosure Documents or any amendment or supplement thereto, not misleading, and from the time of any distribution thereof through the Effective Time each such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The representations and warranties contained in paragraphs (a) and (b) of this Section 2.13 will not apply to statements or omissions included in the Company Stockholders Disclosure Documents, if any, based upon information furnished to the Company in writing by Purchaser specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to Purchaser in writing specifically for use in the Schedule 13E-3 (as defined herein), the Preliminary Proxy Statement and the Company Proxy Statement will not, at the time of the Company Stockholder Meetingfiling thereof, will not (i) and from the time of any distribution thereof through the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The representations and warranties contained in this Section 2.13(c) will not apply to statements or omissions included in the Schedule 13E-3, the Preliminary Proxy Statement will comply (as to form in all material respects with the applicable provisions of the Exchange Act hereinafter defined) and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. Proxy Statement (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(iias hereinafter defined), if the Companyany, after becoming aware of a misleading based upon information furnished by Purchaser, or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent its Affiliates specifically for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)use therein.

Disclosure Documents. (a) The proxy statement to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meeting, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy Statement to be filed with the SEC in connection with the First Merger (ithe “Proxy Statement”) the Registration Statement or any amendment or supplement thereto will, at the date on which the Proxy Statement or any such amendment or supplement thereto is first mailed to the stockholders of the Company or at the time it becomes effective under such stockholders vote on the Securities Actadoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading misleading. The Proxy Statement in the form mailed to the stockholders of the Company will comply as to form in all material respects with the requirements of the Exchange Act. (b) None of the information supplied or (ii) to be supplied by or on behalf of the Australian Prospectus Company for inclusion or incorporation by reference in the Parent Necessary Corporate Documents or in the Form F-4 or any amendment or supplement thereto will, at the date on which the Parent Necessary Corporate Documents or any such supplement or amendment thereto is delivered or put at the disposal of the shareholders of Parent or at the time lodged with ASIC and such shareholders vote on the matters constituting the Parent Shareholder Approval or at all times on the time the Form F-4 or before any such amendment or supplement becomes effective under the Effective TimeSecurities Act, as the case may be, contain any untrue statement of a misleading or deceptive statement material fact or omit to state any material required fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) None of the information supplied or to be supplied by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in any document provided to a supplementary lender or replacement prospectus potential lender in connection with the Financing (or any amendment or supplement to such a document), will, at the date on which corrects the deficiency)Financing is consummated, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Disclosure Documents. (a) Section 4.8.1 The proxy statement to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeRegistration Statement, the “Company Proxy Statement”Statement (if the Parent Approval Requirement applies) and any Other Filings, and any amendments or supplements thereto, that Parent is responsible for filing at (A) the date time the Company Registration Statement is declared effective, (B) the time the Proxy Statement or such Other Filings (or any such amendment thereof or supplement thereto thereto) is first mailed to the Company Stockholders stockholders of the Company, and at (C) the time of the Company Stockholder Stockholders’ Meeting, as applicable, will not comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and other applicable Law. Section 4.8.2 None of the information supplied by Parent or Merger Sub for use in the Proxy Statement, at (iA) the time the Registration Statement is declared effective, (B) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (C) the time of the Company Stockholders’ Meeting, (D) if the Parent Approval Requirement applies, the time the Proxy Statement (or amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, and (E) if the Parent Approval Requirement applies, the time of the Parent Stockholders’ Meeting, in each case, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied by Parent or to be supplied by Merger Sub for use in the Company for inclusion or incorporation by reference in Registration Statement, at (iA) the time the Registration Statement or any amendment or supplement thereto willis declared effective, at and (B) the time it becomes effective under of the Securities ActCompany Stockholders’ Meeting, in each case, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading misleading. None of the information supplied by Parent or (ii) the Australian Prospectus or Merger Sub for use in any amendment or supplement thereto willOther Filing, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act such Other Filing (or any relevant ASIC class orders, policies and requirements, including any ASIC relief amendment thereof or “no action” letter (except that supplement thereto) is first mailed to the Company will not be in breach stockholders of this Section 4.10(b)(ii), if the Company, after becoming aware will contain any untrue statement of a misleading material fact or deceptive statementomit to state any material fact necessary in order to make the statements made therein, omission in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.8.2 will not apply to statements or new circumstance that is materially adverse from omissions included into the point of view of an investorProxy Statement, promptly supplies the Registration Statement or any Other Filings based upon information supplied to Parent or Merger Sub by the Company for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)use therein.

Disclosure Documents. (a) The proxy statement Each document required to be filed by Parent with the SEC and ASX and sent or the UKLA or required to the Company Stockholders be distributed or otherwise disseminated to Parent’s shareholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger and the other Transactions, including the Form F-4, the “Company Proxy Statement”) Form 8-A, the Parent Circular, the Parent Prospectus, the Schedule 13E-3, and any amendments or supplements thereto, at when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the date applicable requirements of the Company Proxy Statement Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder (in the case of the Form F-4, the Form 8-A and the Schedule 13E-3) and the applicable requirements of the Listing Rules and the Prospectus Rules (in the case of the Parent Circular and the Parent Prospectus, respectively). (b) (i) At the time the Schedule 13E-3 or any such amendment or supplement thereto is first mailed to becomes effective, the Company Stockholders and at the time of the Company Stockholder MeetingSchedule 13E-3, as amended or supplemented, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or misleading, (ii) contravene at the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with time the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement Parent Circular or any amendment or supplement thereto willis first mailed to the holders of Parent Ordinary Shares, and at the time it becomes of the Parent Shareholders Meeting, the Parent Circular, as amended or supplemented, if applicable, will not contain any information which is not in accordance with the facts or which omits anything likely to affect the import of such information and will contain all particulars and information required by the Listing Rules, (iii) at the time the Parent Prospectus or any amendment or supplement thereto is first published, the Parent Prospectus, as amended or supplemented, if applicable, will not contain any information which is not in accordance with the facts or which omits anything likely to affect the import of such information and will contain all such information as is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of Parent and its consolidated subsidiaries and the rights attaching to Parent Ordinary Shares, in a form which is comprehensible and easy to analyze and includes a summary that conveys, concisely, in non-technical language and in an appropriate structure, the key information relevant to the Parent Ordinary Shares and (iv) at the time the Form F-4 or any amendment or supplement thereto is filed with the SEC, and at the time the Form F-4, as amended or supplemented, is declared effective under the Securities Act, the Form F-4, as amended or supplemented, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent in this Section 4.07 with respect to statements made or incorporated by reference therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times based on or before the Effective Time, contain a misleading or deceptive statement or omit material required information supplied by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent specifically for inclusion or incorporation by reference in such documents. (c) None of the information supplied or to be supplied by Parent, the Parent Subsidiaries or Parent’s Representatives for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to holders of Company Capital Stock or at the time of the Company Shareholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a supplementary material fact or replacement prospectus omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which corrects the deficiency)they were made, not misleading.

Disclosure Documents. (a) The proxy statement to be filed with the SEC and ASX and sent to information supplied by the Company Stockholders for inclusion or incorporation by reference in connection with the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement registration statement on Form S-4 or any such amendment or supplement thereto is first mailed pursuant to which shares of Parent Stock issuable as part of the Company Stockholders and Merger Consideration will be registered with the SEC (the “Registration Statement”) shall not at the time of the Company Stockholder MeetingRegistration Statement is declared effective by the SEC (or, will not (iwith respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the proxy statement of the Company to be filed as part of the Registration Statement with the SEC and to be sent to the Company stockholders in connection with the Merger (the “Proxy Statement”), or any amendment or supplement thereto, shall not, on the date the Proxy Statement or any amendment or supplement thereto will, is first mailed to the stockholders of the Company and at the time it becomes effective under of the Securities Act, Company Stockholder Approval contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Prospectus Proxy Statement or the Registration Statement or any amendment or supplement thereto willbased upon information supplied by Parent, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act Merger Subsidiary or any relevant ASIC class orders, policies and requirements, including any ASIC relief of their respective representatives or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent advisors specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) Section 3.9.1 The proxy statement to be filed with the SEC Proxy Statement and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeany Other Filings, the “Company Proxy Statement”) and any amendments or supplements thereto, at (A) the date time the Company Registration Statement is declared effective, (B) the time the Proxy Statement (or any such amendment thereof or supplement thereto thereto) is first mailed to the Company Stockholders and at stockholders of the Company, (C) if applicable, the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (D) the time of the Company Stockholder Stockholders’ Meeting, (E) the time of the Parent Stockholders’ Meeting, and (F) the Effective Time, will not comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and other applicable Laws. Section 3.9.2 The Proxy Statement and any Other Filings, and any amendments or supplements thereto, do not, and will not, at (iA) the time the Registration Statement is declared effective, (B) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (C) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (D) the time of the Company Stockholders’ Meeting, (E) the time of the Parent Stockholders’ Meeting, and (F) the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act representations and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and warranties contained in this Section 3.9.2 will not apply to statements or omitted from any of omissions included in the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Proxy Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit Other Filings based upon information furnished in writing to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading by Parent or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent Merger Sub specifically for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)use therein.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act, and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act (the "Company Proxy Statement"), to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.09(a) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by MergerSub specifically for use therein. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company Stockholders and at the time such stockholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by MergerSub specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to MergerSub in writing specifically for use in the MergerSub Disclosure Documents (as defined in Section 6.01) will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingmeeting of the Company's stockholders, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The proxy statement to be filed with information provided by Parent in writing for inclusion in the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto shall not, at the time the Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company Stockholders and at the time of the Company Stockholder MeetingApproval, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The Registration Statement and any amendments or supplements thereto, when filed, will comply as to form in all material respects with the requirements of the 1933 Act. At the time the Registration Statement or any amendment or supplement thereto becomes effective, the Registration Statement, as amended or supplemented, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (bc) None of the The information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (i) the Registration Statement Schedule 13E-3 or any amendment or supplement thereto will, shall not at the time it becomes effective under the Securities Act, Schedule 13E-3 or any amendment or supplement thereto is filed with the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. (d) The representations and warranties contained in this Section 5.09 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Prospectus Registration Statement or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required based upon information furnished by the Corporations Act Company or any relevant ASIC class orders, policies and requirements, including any ASIC relief of its representatives or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent advisors specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "COMPANY PROXY STATEMENT"), if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company Stockholders and at the time such stockholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement, at the time of any distribution thereof and at the time of consummation of the Offer, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Buyer specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to Buyer in writing specifically for use in the Offer Documents will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingconsummation of the Offer, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).the

Disclosure Documents. (a) The proxy statement None of the documents required to be filed by the Company or Parent with the SEC and ASX and sent to after the Company Stockholders date hereof in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeTransactions will, the “Company Proxy Statement”) and any amendments or supplements thereto, at on the date the Company Proxy Statement or any of such amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meetingfiling, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made made, not misleading or (ii) contravene the Corporations Act, including Division 2 misleading. In furtherance and not in limitation of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, and subject to the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parentlast sentence of this Section 5.36, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None none of the information supplied by or to be supplied by on behalf of the Company Company, Parent or Merger Sub specifically for inclusion or incorporation by reference in (ia) the Registration Statement or any amendment or supplement thereto will, at the time it the Registration Statement becomes effective under the Securities ActAct (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (iib) the Australian definitive Joint Proxy Statement/Prospectus included in the Registration Statement at the time it becomes effective to be sent to the Company’s stockholders in connection with the Investment Transactions and Porsche’s shareholders in connection with the Acquisition Transactions (including any amendments or any amendment or supplement thereto supplements, the “Joint Proxy Statement/Prospectus”)] will, at the date it is first mailed to the Company’s stockholders or at the time lodged with ASIC and at all times on or before of the Effective TimeStockholders’ Meeting, contain any untrue statement of a misleading or deceptive statement material fact or omit to state any material required by fact necessary in order to make the Corporations Act or any relevant ASIC class ordersstatements therein, policies and requirementsin the light of the circumstances under which they are made, including any ASIC relief or “no action” letter (except that not misleading. Notwithstanding the Company will not be in breach foregoing provisions of this Section 4.10(b)(ii), if 5.36 no representation or warranty is made by the Company, after becoming aware of a misleading Parent or deceptive statement, omission Merger Sub with respect to information or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion statements made or incorporation incorporated by reference in a supplementary the Registration Statement or replacement prospectus the Joint Proxy Statement/Prospectus which corrects were not supplied by or on behalf of the deficiency)Company, Parent or Merger Sub.

Disclosure Documents. (a) The proxy statement to be filed with the SEC and ASX and sent to information supplied by the Company Stockholders in connection with writing for inclusion or incorporation by reference in the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement registration statement on Form S-4 or any such amendment or supplement thereto is first mailed pursuant to which Parent Shares issuable as part of the Company Stockholders and Merger Consideration will be registered with the SEC (the “Registration Statement”) shall not at the time of the Company Stockholder MeetingRegistration Statement is declared effective by the SEC (or, will not (iwith respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company in writing for inclusion or incorporation by reference in (i) the Registration Statement proxy statement/prospectus, or any amendment or supplement thereto willthereto, to be sent to the Company stockholders in connection with the Merger and the other transactions contemplated by this Agreement (the “Proxy Statement/Prospectus”) shall not, on the date the Proxy Statement/Prospectus, and any amendments or supplements thereto, is first mailed to the stockholders of the Company or at the time it becomes effective under of a meeting of such stockholders for purpose of adopting this Agreement and approving the Securities ActMerger (including any adjournment or postponement thereof, the “Company Meeting”) or Requisite Company Vote contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. (b) The representations and warranties contained in this Section 4.09 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Registration Statement or Proxy Statement/Prospectus based upon information supplied in writing by Parent, Merger Sub or any amendment of their representatives or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent advisors specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) The proxy statement of the Company relating to the meeting of stockholders of the Company contemplated by Section 7.2 and prospectus of Acquirer relating to the shares of Acquirer Common Stock to be issued in connection with the Merger (the "Proxy Statement/ Prospectus") to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Merger and the registration statement on Form S-4 of Acquirer (as amended or supplemented from time the "Form S-4") to timebe filed under the 1933 Act relating to the issuance of Acquirer Common Stock in the Merger, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed will, when filed, subject to the Company Stockholders and at the time last sentence of the Company Stockholder MeetingSection 3.9(b), will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations 1933 Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of Neither the information supplied or Proxy Statement/Prospectus to be supplied by filed with the Company for inclusion or incorporation by reference in (i) the Registration Statement or SEC, nor any amendment or supplement thereto thereto, will, at the date the Proxy Statement/Prospectus or any such amendment or supplement is first mailed to stockholders of Company or at the time it becomes effective under such stockholders vote on the Securities Actadoption and approval of this Agreement and the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Form S-4 nor any amendment or supplement thereto will at the time it becomes effective under the 1933 Act or at the Effective Time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. No representation or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required warranty is made by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading 3.9 with respect to statements made or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies incorporated by reference therein based on information to Parent supplied by Acquirer for inclusion or incorporation by reference in a supplementary the Proxy Statement/Prospectus or replacement prospectus which corrects the deficiency)Form S-4.

Disclosure Documents. (a) The proxy statement of Parent (the "Parent Proxy Statement") to be filed with the SEC and ASX and sent to the Company Stockholders Commission in connection with the Company Stockholder Meeting Merger and the Registration Statement on Form S-4 of Parent (as amended or supplemented from time the "Form S-4") to timebe filed under the Securities Act relating to the issuance of Parent Common Stock in the Merger, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed will, when filed, subject to the Company Stockholders and at the time last sentence of the Company Stockholder MeetingSection 4.9(b), will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Securities Act and the Corporations Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of Neither the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Parent Proxy Statement or nor any amendment or supplement thereto thereto, will, at the date the Parent Proxy Statement or any such amendment or supplement is first mailed to stockholders of Parent or at the time it becomes effective under such stockholders vote on the Securities Actmatters constituting the Parent Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Form S-4 nor any amendment or supplement thereto will at the time it becomes effective under the Securities Act or at the Effective Time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. No representation or warranty is made by Parent in this Section 4.9 with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Parent Proxy Statement or the Form S-4. (iic) None of the Australian Prospectus information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Company Proxy Statement or any amendment or supplement thereto will, at the date the Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of Company or at the time lodged with ASIC such stockholders vote on the adoption and at all times on or before approval of this Agreement and the Effective Timetransactions contemplated hereby, contain any untrue statement of a misleading or deceptive statement material fact or omit to state any material required by fact necessary in order to make the Corporations Act or any relevant ASIC class ordersstatements therein, policies and requirementsin light of the circumstances under which they were made, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)misleading.

Disclosure Documents. (a) The proxy statement None of the documents required to be filed by the Company with the SEC and ASX and sent to after the Company Stockholders date hereof in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeTransactions will, the “Company Proxy Statement”) and any amendments or supplements thereto, at on the date the Company Proxy Statement or any of such amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meetingfiling, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made made, not misleading or (ii) contravene the Corporations Act, including Division 2 misleading. In furtherance and not in limitation of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, and subject to the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parentlast sentence of this Section 3.09, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None none of the information supplied by or to be supplied by on behalf of the Company specifically for inclusion or incorporation by reference in (ia) a registration statement on Form S-4 or Form F-4 (or similar successor form) to register the issuance of Parent Common Shares in connection with the Merger (including any amendments or supplements, the “Registration Statement or any amendment or supplement thereto Statement”) will, at the time it the Registration Statement becomes effective under the Securities ActAct (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (iib) the Australian Prospectus definitive joint proxy statement/prospectus included in the Registration Statement at the time it becomes effective to be sent to the Company stockholders in connection with the Merger and the other Transactions and the Parent shareholders in connection with the Transactions (including any amendments or any amendment or supplement thereto supplements, the “Joint Proxy Statement/Prospectus”) will, at the date it is first mailed to the Company stockholders or at the time lodged with ASIC and at all times on or before of the Effective TimeCompany Stockholders Meeting, contain any untrue statement of a misleading or deceptive statement material fact or omit to state any material required by fact necessary in order to make the Corporations Act or any relevant ASIC class ordersstatements therein, policies and requirementsin the light of the circumstances under which they are made, including any ASIC relief or “no action” letter (except that not misleading. Notwithstanding the Company will not be in breach foregoing provisions of this Section 4.10(b)(ii)3.09, if no representation or warranty is made by the Company, after becoming aware of a misleading Company with respect to information or deceptive statement, omission statements made or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation incorporated by reference in a supplementary the Registration Statement or replacement prospectus the Joint Proxy Statement/Prospectus which corrects were not supplied by or on behalf of the deficiency)Company.

Disclosure Documents. (ai) The Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act. (ii) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this Agreement, the Company Stockholders Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.1(f)(ii) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein. (iii) The information with respect to the Company or any subsidiary that the Company furnishes to Parent or Merger Subsidiary in writing specifically for use in the Offer Documents will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingconsummation of the Offer, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The proxy statement Subject to be filed with Section 3.9(d), neither the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Maverick Proxy (as amended defined in Section 5.2(c)), nor any amendment or supplemented from time to timesupplement thereto, the “Company Proxy Statement”) and any amendments or supplements theretowill, at the date the Company Maverick Proxy Statement or any such amendment or supplement thereto is first mailed to the Company Stockholders and stockholders of Maverick or at the time Maverick’s stockholders vote on the adoption and approval of the Company Stockholder Meetingthis Agreement, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or misleading. (iib) contravene Subject to Section 3.9(d), the Corporations ActMaverick Proxy, including Division 2 of Part 7.10all amendments or supplements thereto, or any ASIC class orderswill, policies and requirementswhen filed, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (bc) None of the information supplied or to be supplied by the Company Maverick for inclusion or incorporation by reference in the Form S-4 (i) as defined in Section 4.10(a)), the Registration Statement Joint Proxy and Information Statement/Prospectus or in any amendment or supplement thereto will, at the time it the Form S-4 or any such amendment or supplement becomes effective under the Securities Act, at the date the Joint Proxy and Information Statement/Prospectus or any such amendment or supplement thereto is first mailed to stockholders of Maverick and Cavalier, or at the time ▇▇▇▇▇▇▇▇’s stockholders vote on the adoption and approval of this Agreement or at the Maverick Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. (d) Notwithstanding the foregoing, no representation or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required warranty is made by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be Maverick in breach of this Section 4.10(b)(ii)3.9 with respect to statements made or incorporated by reference therein based on information supplied by Cavalier, if the Company, after becoming aware of a misleading ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiary or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent Forward Merger Subsidiary for inclusion or incorporation by reference in a supplementary the Maverick Proxy, Form S-4 or replacement prospectus which corrects the deficiency)Joint Proxy and Information Statement/Prospectus, or in any amendment or supplement thereto.

Disclosure Documents. (a) The proxy Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated by the Company to its shareholders in connection with the Transactions including, without limitation, the Schedule 14D-9, the information statement to be filed with the SEC and ASX and sent to by the Company Stockholders in connection with the Company Stockholder Meeting Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (as amended or supplemented from time to time, the “"INFORMATION STATEMENT") and the Company Proxy Statement”) , if any, to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable (collectively, the "COMPANY DISCLOSURE DOCUMENTS"), collectively, will comply as to form in all material respects with the applicable requirements of the 1934 Act and the rules and regulations thereunder. (i) The Company Proxy Statement, as supplemented or amended, if applicable, at the date the time such Company Proxy Statement or any such amendment or supplement thereto is first mailed to shareholders of the Company Stockholders and at the time such shareholders vote on adoption of this Agreement, and (ii) any Company Disclosure Document (other than the Company Proxy Statement), the Schedule 14D-9, and the Information Statement at the respective times such documents and any amendments or supplements thereto are filed with the SEC and at the time of any distribution or dissemination thereof to shareholders of the Company Stockholder MeetingCompany, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement representations and warranties contained in this Section 5.09(b) will comply as not apply to form statements or omissions included in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation Disclosure Documents based upon information furnished to the Company in writing by or warranty on behalf of Parent or Merger Subsidiary specifically for use therein. (c) The information with respect to any information supplied the Company or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by its Subsidiaries that the Company furnishes to Parent in writing specifically for inclusion or incorporation by reference use in (i) the Registration Statement or any amendment or supplement thereto willOffer Documents, at the time it becomes effective under of the Securities Actfiling thereof with the SEC and at the time of any distribution or dissemination thereof to shareholders of the Company, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)misleading.

Disclosure Documents. (a) The proxy statement to be filed with information provided by Parent for inclusion in the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto shall not, at the time the Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company Stockholders and at the time of the Company Stockholder MeetingApproval, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The Registration Statement and any amendments or supplements thereto, when filed, will comply as to form in all material respects with the requirements of the 1933 Act. At the time the Registration Statement or any amendment or supplement thereto becomes effective, the Registration Statement, as amended or supplemented, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (bc) None of the The information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (i) the Registration Statement Schedule 13E-3 or any amendment or supplement thereto will, shall not at the time it becomes effective under the Securities Act, Schedule 13E-3 or any amendment or supplement thereto is filed with the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. (d) The representations and warranties contained in this Section 5.09 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Prospectus Registration Statement or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required based upon information furnished by the Corporations Act Company or any relevant ASIC class orders, policies and requirements, including any ASIC relief of its representatives or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent advisors specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) The proxy statement Schedule TO, when filed, and the Offer Documents, when distributed or disseminated, will comply as to be filed form in all material respects with the SEC and ASX and sent to applicable requirements of the Company Stockholders in connection with Exchange Act and, at the Company Stockholder Meeting (as amended time of such filing or supplemented from time to time, the “Company Proxy Statement”) and filing of any amendments amendment or supplements supplement thereto, at the date the Company Proxy Statement time of such distribution or any such amendment or supplement thereto is first mailed to the Company Stockholders dissemination and at the time of consummation of the Company Stockholder MeetingOffer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ib) The information with respect to the Investor and any of its Affiliates that the Investor supplies to the Company specifically for use or incorporation by reference in the Schedule 14D-9 will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene misleading, at the Corporations Act, including Division 2 time of Part 7.10, the filing of such Schedule 14D-9 or any ASIC class orders, policies such supplement or amendment thereto and requirements, including at the time of any ASIC relief distribution or “no action” letter issued by ASIC. dissemination thereof. (c) The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty information with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two the Investor and contained in or omitted from any of its Affiliates that the foregoing documents. (b) None of the information supplied or Investor supplies to be supplied by the Company specifically for inclusion use or incorporation by reference in (i) the Registration Company Proxy Statement or any amendment or supplement thereto, at the time the Company Proxy Statement or any amendment or supplement thereto will, is first mailed to stockholders of the Company and at the time it becomes effective under such stockholders vote on the Securities Actmatters set forth therein, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. (d) The representations and warranties contained in this Section 6.05 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Prospectus Schedule TO, the Offer Documents, the Company Proxy Statement or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before Schedule 14D-9 based upon information supplied to the Effective Time, contain a misleading or deceptive statement or omit material required Investor by the Corporations Act Company or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent on its behalf specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).therein

Disclosure Documents. (a) The joint proxy statement of FMFK and OLYMPIC relating to the required meetings of stockholders of FMFK and OLYMPIC contemplated by Section 7.1(a) hereof and the prospectus of FMFK relating to the shares of FMFK Common Stock to be issued in connection with the Merger (the "Joint Proxy Statement/Prospectus") to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Merger and the registration statement on Form S-4 of FMFK (as amended or supplemented from time the "Form S-4") to timebe filed under the Securities Act relating to the issuance of FMFK Common Stock in the Merger, the “Company Proxy Statement”) and any amendments or supplements thereto, will, when filed, comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act. (b) Neither the Joint Proxy Statement/Prospectus to be filed with the SEC, nor any amendment or supplement thereto, will, at the date the Company Joint Proxy Statement Statement/Prospectus or any such amendment or supplement thereto is first mailed to stockholders of FMFK or OLYMPIC, as the Company Stockholders and case may be, or at the time such stockholders vote on the adoption and approval of this Agreement and the Company Stockholder Meetingtransactions contemplated hereby, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene misleading. Neither the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or Form S-4 nor any amendment or supplement thereto will, at the time it becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. No representation or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required warranty is made by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be FMFK in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading 4.9 with respect to statements made or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies incorporated by reference therein based on information to Parent supplied by OLYMPIC for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or the Form S-4. (c) The affirmative vote of the holders of a supplementary majority of the shares of FMFK Common Stock and the affirmative vote of the holders of a majority of the shares of FMFK Series A Preferred Stock and FMFK Series B Preferred Stock outstanding on FMFK Record Date (the "Required FMFK Stockholder Vote") are the only votes of the holders of any class or replacement prospectus which corrects the deficiency)series of FMFK's capital stock necessary to adopt this Agreement.

Disclosure Documents. (a) The proxy statement to be filed with the SEC and ASX and sent to information supplied by the Company Stockholders in connection with writing for inclusion or incorporation by reference in the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement registration statement of Parent on Form S-4 or any such amendment or supplement thereto is first mailed pursuant to which shares of Parent Stock issuable as part of the Company Stockholders and Merger Consideration will be registered with the SEC (the “Registration Statement”) shall not, at the time of the Company Stockholder MeetingRegistration Statement is declared effective by the SEC (or, will not (i) with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The proxy statement of the Company to be filed as part of the Registration Statement with the SEC in connection with the Merger and to be sent to the Company stockholders in connection with the Merger (the “Proxy Statement Statement”), and any amendment or supplement thereto, when filed, will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations 1934 Act. Notwithstanding The Proxy Statement, or any amendment or supplement thereto, shall not, on the foregoing, date the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Proxy Statement or any amendment or supplement thereto will, is first mailed to the stockholders of the Company and at the time it becomes effective under of the Securities ActCompany Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Prospectus Registration Statement or Proxy Statement or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required based upon information furnished by the Corporations Act Parent or any relevant ASIC class orders, policies and requirements, including any ASIC relief of its representatives or “no action” letter (except that the Company will not be advisors in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent writing specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) The proxy statement to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meeting, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto Form S-4 will, at the time it becomes such document is filed with the SEC, at any time such document is amended or supplemented or at the time such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or (ii) the Australian Prospectus or any amendment or supplement thereto Joint Proxy Statement will, at the date it is first mailed to the stockholders of the Company and stockholders of Parent, respectively, at the time lodged with ASIC of the Company Stockholder Meeting and the Parent Stockholder Meeting, at all times on the time the Form S-4 is declared effective by the SEC or before at the REIT Merger Effective Time, contain any untrue statement of a misleading or deceptive statement material fact or omit to state any material fact required by to be stated therein or necessary to make the Corporations Act or any relevant ASIC class ordersstatements therein, policies and requirementsin light of the circumstances in which they were made, including any ASIC relief or “no action” letter (except not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will not comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in breach all material respects with the provisions of any applicable Law as to the information required to be contained therein. The representations and warranties contained in this Section 4.10(b)(ii), if 4.8 shall not apply to statements or omissions included in the Company, after becoming aware Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)Parent.

Disclosure Documents. (a) The proxy statement Each document required to be filed by Parent with the SEC in connection with the transactions contemplated by this Agreement (the "Parent Disclosure Documents"), including, without limitation, (i) the Form TO/A, (ii) the Exchange Form TO, (iii) the Exchange Form S-4 and (iv) the Merger Form S-4 (as defined in Section 9.01) to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeOffer, the “Company Proxy Statement”) Exchange Offer or the Merger and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act except that no representation or warranty is made hereby with respect to any information furnished to Parent by the Company Proxy Statement in writing specifically for inclusion in the Company Disclosure Documents. (b) At the time the Form TO/A, the Exchange Form TO, the Exchange Form S-4 and the Merger Form S-4 or any such amendment or supplement thereto is first mailed to stockholders of the Company, and, with respect to the Exchange Form S-4 and the Merger Form S-4 only, at the time such Form S-4 is declared effective by the SEC, the Form TO/A, the Exchange Form TO, the Exchange Form S-4 and the Merger Form S-4, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Parent Disclosure Document other than the Exchange Form S-4 or the Merger Form S-4 and at the time of any distribution thereof, such Parent Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 6.09(b) will not apply to statements or omissions included in the Parent Disclosure Documents based upon information furnished to Parent in writing by the Company Stockholders specifically for use therein. (c) Neither the information with respect to Parent or any Parent Subsidiary that Parent furnishes in writing to the Company specifically for use in the Company Disclosure Documents nor the information incorporated by reference from documents filed by Parent with the SEC will, at the time of the provision thereof to Parent or at the time of the filing thereof by Parent with the SEC, as the case may be, and at the time of the Company Stockholder Meetingmeeting of the Company's stockholders, will not (i) if any, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The proxy statement to be filed with the SEC and ASX and sent to information supplied by the Company Stockholders for inclusion or incorporation by reference in connection with the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement registration statement on Form S-4 or any such amendment or supplement thereto is first mailed pursuant to which shares of Parent Stock issuable as part of the Company Stockholders and Merger Consideration will be registered with the SEC (the “Registration Statement”) shall not at the time of the Company Stockholder MeetingRegistration Statement is declared effective by the SEC (or, will not (iwith respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the proxy statement/prospectus to be filed as part of the Registration Statement with the SEC and to be sent to the Company shareholders in connection with the Merger and the other transactions contemplated by this Agreement (the “Proxy Statement”), or any amendment or supplement thereto willthereto, shall not, on the date the Proxy Statement, and any amendments or supplements thereto, is first mailed to the shareholders of the Company or at the time it becomes effective under of the Securities ActCompany Shareholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Prospectus Proxy Statement based upon information supplied by Parent, Merger Subsidiary or any amendment of their respective representatives or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent advisors specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act, and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act (the "Company Proxy Statement"), to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.09(a) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by MergerSub specifically for use therein. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company Stockholders and, at the time such stockholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by MergerSub specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to MergerSub in writing specifically for use in the MergerSub Disclosure Documents (as defined in Section 6.01) will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingmeeting of the Company's stockholders, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The proxy statement of the Company relating to the meeting of stockholders of the Company contemplated by Section 6.3 and the prospectus of Parent relating to the shares of Parent Common Stock to be issued in connection with the Merger (the "Proxy Statement/Prospectus") to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Merger and the registration statement on Form S-4 of Parent (as amended or supplemented from time the "Form S-4") to timebe filed under the 1933 Act relating to the issuance of Parent Common Stock in the Merger, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed will, when filed, subject to the Company Stockholders and at the time last sentence of the Company Stockholder MeetingSection 3.9(b), will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations 1933 Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of Neither the information supplied or Proxy Statement/Prospectus to be supplied by filed with the Company for inclusion or incorporation by reference in (i) the Registration Statement or SEC, nor any amendment or supplement thereto thereto, will, at the date the Proxy Statement/Prospectus or any such amendment or supplement is first mailed to stockholders of Company or at the time it becomes effective under such stockholders vote on the Securities Actadoption and approval of this Agreement and the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Form S-4 nor any amendment or supplement thereto will at the time it becomes effective under the 1933 Act or at the Effective Time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. No representation or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required warranty is made by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading 3.9 with respect to statements made or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies incorporated by reference therein based on information to supplied by Parent for inclusion or incorporation by reference in a supplementary the Proxy Statement/Prospectus or replacement prospectus which corrects the deficiency)Form S-4.

Disclosure Documents. (a) The joint proxy statement of the Company and Acquirer relating to the meetings of stockholders of the Company and Acquirer contemplated by Section 7.3 and prospectus of Acquirer relating to the shares of Acquirer Common Stock to be issued in connection with the Merger (the "Joint Proxy Statement/Prospectus") to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Merger and the registration statement on Form S-4 of Acquirer (as amended or supplemented from time the "Form S-4") to timebe filed under the 1933 Act relating to the issuance of Acquirer Common Stock in the Merger, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed will, when filed, subject to the Company Stockholders and at the time last sentence of the Company Stockholder MeetingSection 3.9(b), will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations 1933 Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of Neither the information supplied or Joint Proxy Statement/Prospectus to be supplied by filed with the Company for inclusion or incorporation by reference in (i) the Registration Statement or SEC, nor any amendment or supplement thereto thereto, will, at the date the Joint Proxy Statement/Prospectus or any such amendment or supplement is first mailed to stockholders of Company or at the time it becomes effective under such stockholders vote on the Securities Actadoption and approval of this Agreement and the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Form S-4 nor any amendment or supplement thereto will at the time it becomes effective under the 1933 Act or at the Effective Time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. No representation or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required warranty is made by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading 3.9 with respect to statements made or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies incorporated by reference therein based on information to Parent supplied by Acquirer for inclusion or incorporation by reference in a supplementary the Joint Proxy Statement/Prospectus or replacement prospectus which corrects the deficiency)Form S-4.

Disclosure Documents. (a) The proxy statement None of the information supplied or to be supplied by Parent in writing for inclusion or incorporation by reference in (i) the Schedule 14D-9 will, at the time filed with the SEC and ASX and sent SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Company Stockholders statements therein, in connection with light of the Company Stockholder Meeting circumstances under which they were made, not misleading or (as amended or supplemented from time to time, the “Company ii) Proxy Statement”) and any amendments or supplements theretoStatement will, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed of mailing to the Company Stockholders stockholders and at the time of the Company Stockholder Stockholders Meeting, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Registration Statement and the Schedule TO, at the time filed, will comply as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act and the Corporations Act. Notwithstanding Schedule TO at the foregoingtime it is filed, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 5.13 will not apply to statements included in or omissions from the Schedule TO or the Registration Statement based upon information furnished to Parent in writing by the Company for inclusion in the Registration Statement. (b) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company specifically for use by the Company in the Schedule 14D-9 or the Information Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading misleading, (i) in the case of the Schedule 14D-9, at the time of the filing of the Schedule 14D-9 and at the time of any distribution or dissemination thereof and at the consummation of the Offer and (ii) in the Australian Prospectus case of the Information Statement, as supplemented or amended, if applicable, at the time of the filing of such Information Statement or any amendment or supplement thereto will, or at the time lodged with ASIC it is first mailed to stockholders of the Company and at all times the time such stockholders vote, or otherwise act, on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach adoption of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)Agreement.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act, and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act (the "COMPANY PROXY STATEMENT"), to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.09(a) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by MergerSub specifically for use therein. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company Stockholders and at the time such stockholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by MergerSub specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to MergerSub in writing specifically for use in the 15 21 MergerSub Disclosure Documents (as defined in Section 6.01) will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingmeeting of the Company's stockholders, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The proxy statement to be filed with the SEC and ASX and sent to information supplied by the Company Stockholders for inclusion or incorporation by reference in connection with the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement registration statement on Form S-4 or any such amendment or supplement thereto is first mailed pursuant to which Parent Shares issuable as part of the Company Stockholders and Merger Consideration will be registered with the SEC (the “Registration Statement”) shall not at the time of the Company Stockholder MeetingRegistration Statement is declared effective by the SEC (or, will not (iwith respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement proxy statement/prospectus, or any amendment or supplement thereto willthereto, to be sent to the Company stockholders in connection with the Merger and the other transactions contemplated by this Agreement (the “Proxy Statement/Prospectus”) shall not, on the date the Proxy Statement/Prospectus, and any amendments or supplements thereto, is first mailed to the stockholders of the Company or at the time it becomes effective under of a meeting of such stockholders for purpose of adopting this Agreement and approving the Securities ActMerger (including any adjournment or postponement thereof, the “Company Meeting”) or Requisite Company Vote contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. (b) The representations and warranties contained in this Section 4.09 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Registration Statement or Proxy Statement/Prospectus based upon information supplied in writing by Parent, Merger Sub or any amendment of their representatives or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent advisors specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) The proxy statement Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, the Proxy Statement, if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act. (i) The Proxy Statement, as supplemented or amended, if applicable, at the date the Company time such Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company Stockholders and at the time such stockholders vote on adoption of this Agreement, and (ii) any Company Disclosure Document (other than the Proxy Statement), at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of the Company Stockholder Meetingany distribution or dissemination thereof, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or misleading. (iic) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty information with respect to any information supplied the Company or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of its Subsidiaries that the foregoing documents. (b) None Company supplies to Parent specifically for use in the Schedule TO and the Offer Documents, at the time of the information supplied or to be supplied by filing of the Company for inclusion or incorporation by reference in (i) the Registration Statement Schedule TO or any amendment or supplement thereto willthereto, at the time it becomes effective under of any distribution or dissemination of the Securities ActOffer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this ‎Section 5.09 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Prospectus Company Disclosure Documents, the Schedule TO and the Offer Documents based upon information supplied by Parent or Merger Subsidiary or any amendment of their representatives or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent advisors specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) The proxy statement Each document required to be filed by the Purchaser with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting transactions contemplated by this Agreement, including on Schedule 13E-3 (as amended or supplemented from time to time, the “Company Proxy Statement”"Purchaser Disclosure Documents") and any amendments or supplements thereto, at will, when filed, comply as to form with the date applicable requirements of the Company Proxy Statement or any such amendment or supplement thereto is first mailed Exchange Act and the rules and regulations thereunder. (b) The information with respect to the Purchaser that Purchaser furnishes to the Company Stockholders and at the time of the in writing specifically for use in any Company Stockholder Meeting, Disclosure Documents will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made, not misleading; provided that no representation is made not misleading by Purchaser with respect to statements or omissions in the Company Disclosure Documents based upon information furnished to Purchaser by the Company specifically for use therein. (iic) contravene The Schedule 13E-3, the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies Preliminary Proxy Statement and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Company Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto willwill not, at the time it becomes effective under of the Securities Actfiling thereof, or from the time of any distribution thereof through the Effective Time contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto willmisleading; provided, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required that no representation is made by the Corporations Act Purchaser with respect to the statements or any relevant ASIC class ordersomissions in the Schedule 13E-3, policies and requirements, including any ASIC relief the Preliminary Proxy Statement or “no action” letter (except that the Company will not be Proxy Statement based upon information furnished to Purchaser in breach writing by the Company specifically for use therein. (d) The information contained in the Schedule 13D and the amendments thereto filed by the current stockholders of Purchaser is true and accurate in all material respects. In addition, neither Purchaser nor any of its Affiliates were, prior to the execution of this Agreement, subject to the prohibitions on transactions generally applicable to "interested stockholders" within the meaning of Section 4.10(b)(ii), if 203 of the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).DGCL. COVENANTS

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC in connection with the Contemplated Transactions (the "Company Disclosure Documents"), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the 1934 Act, and, if applicable, Rule 13e-3 and Schedule 13E-3 under the 1934 Act (the "Company Proxy Statement"), to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the 1934 Act. The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Buyer or its representatives specifically for use therein. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company, at the time such stockholders vote on adoption of this Agreement and at the Effective Time, the Company Stockholders Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Buyer or its representatives specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to Buyer in writing specifically for use in the Buyer Disclosure Documents will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingmeeting of the Company's stockholders, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the "COMPANY DISCLOSURE Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act (the "COMPANY PROXY STATEMENT") and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act, if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeOffer and/or the Merger, the “Company Proxy Statement”) and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act, except that no representation or warranty is made hereby with respect to any information supplied by Buyer expressly for inclusion in the Company Disclosure Documents. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company, at the time such stockholders vote on adoption of this Agreement and at the Effective Time, the Company Stockholders Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Buyer specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to Buyer in writing specifically for use in the Offer Documents will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingconsummation of the Offer, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The Each document filed or required to be filed by the Company with the SEC in connection with the Transaction (the "Company Disclosure Documents"), including, without limitation, the 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements thereto, at to any thereof will comply as to form in all material respects with the date applicable requirements of the Exchange Act. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company Stockholders Company, at the time such stockholders vote on adoption of this Agreement and at the time of Effective Time, the Company Stockholder MeetingProxy Statement as supplemented or amended, if applicable, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene misleading. At the Corporations Act, including Division 2 time of Part 7.10, the filing with the SEC or any ASIC class orders, policies and requirements, including other governmental authority of any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, Company Disclosure Documents (other than the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto willProxy Statement), at the time it becomes effective under of any distribution thereof and throughout the Securities Act, remaining pendency of the Offer each such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this subsection (b) will not apply to statements or omissions in the Company Disclosure Documents based upon information furnished in writing to the Company by Buyer or Merger Subsidiary specifically for use therein. (iic) The information with respect to the Australian Prospectus Company or any amendment Company Subsidiary furnished by the Company or supplement thereto willits affiliates to Buyer in writing specifically for use in the Offer and the Offer Documents shall not contain, at as of the time lodged with ASIC and at all times on or before date the Effective TimeOffer Documents are filed, contain any untrue statement of a misleading or deceptive statement material fact or omit to state a material required fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If any such information provided by the Corporations Act Company or its affiliates shall, after the filing of the Offer Documents, become false or misleading in any relevant ASIC class ordersmaterial respect, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be shall promptly notify Buyer and update such information in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)writing.

Disclosure Documents. (a) The proxy statement Registration Statement on Form S-4 of Parent (the "Registration Statement") to be filed with the SEC and ASX and sent with respect to the Company Stockholders issuance of Parent Stock in connection with the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) Merger and any amendments or supplements thereto, at when filed, will comply as to form in all material respects with the date applicable requirements of the Company Proxy 1933 Act. Neither the Registration Statement or nor any such amendment or supplement thereto is first mailed to the Company Stockholders and will at the time of it becomes effective under the Company Stockholder Meeting, will not (i) 1933 Act contain any untrue statement of a material fact or omit to state any 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 are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy representations and warranties contained in this Section 5.09(a) will not apply to statements or omissions included in the Registration Statement will comply as based upon information furnished to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary Parent or Merger Subsidiary Two and contained in or omitted from any of by the foregoing documentsCompany specifically for use therein. (b) None of Neither the information supplied or joint proxy statement relating to be supplied by the Parent Stockholder Meeting and the Company for inclusion Stockholder Meeting nor the related proxy and notice of meeting, or incorporation by reference soliciting material in connection therewith (icollectively, the "Joint Proxy Statement") the Registration Statement or nor any amendment or supplement thereto thereto, will, at the date the Joint Proxy Statement or any such amendment or supplement is first mailed to stockholders of Parent and the Company or at the time it becomes effective under of the Securities ActParent Stockholder Meeting and the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. The Joint Proxy Statement (except for information relating solely to the Company) shall comply as to form in all material respects with the applicable requirements of the 1933 Act. The representations and warranties contained in this Section 5.09(b) will not apply to statements or (ii) omissions included in the Australian Prospectus Joint Proxy Statement based upon information furnished to Parent or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required Merger Subsidiary by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent specifically for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)use therein.

Disclosure Documents. (a) The proxy statement to be filed with the SEC and ASX and sent to information supplied by the Company Stockholders in writing for inclusion or incorporation by reference in the registration statement of Parent on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock issuable in connection with the Company Stockholder Meeting Asset Sale will be registered with the SEC (as amended or supplemented from time to time, the “Company Proxy Form S-4 Registration Statement”) and any amendments or supplements theretoshall not, at the date time the Company Proxy Form S-4 Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or any supplement, at the time such post-effective amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meetingbecomes effective), will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The proxy statement of the Company to be filed as part of the Form S-4 Registration Statement with the SEC in connection with the Asset Sale and to be sent to the Company stockholders in connection with the Asset Sale (the “Company Proxy Statement Statement”), and any amendment or supplement thereto, when filed, will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations Act. Notwithstanding The Company Proxy Statement, or any amendment or supplement thereto, shall not, on the foregoing, date the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Proxy Statement or any amendment or supplement thereto will, is first mailed to the stockholders of the Company and at the time it becomes effective under of the Securities ActCompany Stockholder Vote, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this Section 3.22 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Prospectus Form S-4 Registration Statement or Company Proxy Statement or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on based upon information furnished by Parent or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act Purchaser or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be of their Representatives in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent writing specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) The proxy statement Registration Statement on Form S-4 of Parent (the “Form S-4”) to be filed with under the SEC and ASX and sent Securities Act relating to the Company Stockholders issuance of shares of Parent Common Stock in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeFirst Merger, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed will, when filed, subject to the Company Stockholders and at the time last sentence of the Company Stockholder MeetingSection 3.9(b), will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Securities Act and the Corporations Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of Neither the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or Form S-4 nor any amendment or supplement thereto will, at the time it becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent in this Section 3.9 with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Form S-4. (c) None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or any amendment or supplement thereto will, at the date the Joint Proxy Statement/Prospectus or any amendment or supplement thereto is first mailed to stockholders of the Company (the “Company’s Stockholders”) and the stockholders of Parent (“Parent’s Stockholders”) or at the time the Company’s Stockholders vote on the adoption and approval of this Agreement and the transactions contemplated hereby or Parent’s Stockholders’ vote on the issuance of shares of Parent Common Stock in the First Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach misleading. For purposes of this Section 4.10(b)(iiAgreement, “Joint Proxy Statement/Prospectus” means the Company’s proxy statement relating to the meeting of the Company’s Stockholders to consider and vote upon approval of this Agreement and the First Merger (the “Company Stockholder Meeting”), if together with Parent’s proxy statement relating to the Companymeeting of Parent’s Stockholders to consider and vote on the issuance of shares of Parent Common Stock in the First Merger (the “Parent Stockholder Meeting”), after becoming aware of a misleading or deceptive statementto be filed with the Commission, omission or new circumstance that is materially adverse as such document may be amended from the point of view of an investor, promptly supplies information time to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)time.

Disclosure Documents. (a) The proxy statement None of the information supplied or to be filed supplied by the Company for inclusion or incorporation by reference in the Disclosure Documents will at the time (i) they are distributed to offerees of the respective Company Offer and Partnership Offer or (ii) withdrawal rights under the Company Offer and the Partnership Offer, respectively, expire and the Offers are consummated, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If, at any time prior to the consummation of the Company Offer or the Partnership Offer, as the case may be, the Company becomes aware of the occurrence of any event with respect to the Company, any of its Subsidiaries, or its directors, officers, employees or holders of Equity Units which is required to be described in the Disclosure Documents (or in any amendment of, or supplement to, the Disclosure Documents) as described above, the Company shall notify the HFCP Investors and Holdings, and the Company shall cooperate with the SEC HFCP Investors and ASX Holdings in promptly preparing an appropriate amendment or supplement in which such event shall be so described and sent disseminated to the Company Stockholders in connection with holders of Equity Units, and the Company Stockholder Meeting (as amended or supplemented from time shall provide all reasonable assistance to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any enable such amendment or supplement thereto to comply with all provisions of applicable law. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Private Placement Memorandum will, at the time the Private Placement Memorandum is first mailed distributed to the Company Stockholders and potential Initial Management Investors, or at the time of the Company Stockholder MeetingClosing, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of not misleading. If at any time prior to the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoingClosing, the Company makes no representation or warranty becomes aware of the occurrence of any event with respect to the Company or any information supplied or of the Company's Subsidiaries which is required to be supplied by Parentdescribed in the Private Placement Memorandum (or in any amendment of, Merger Subsidiary or Merger Subsidiary Two supplement to, the Private Placement Memorandum) so as to maintain the accuracy and contained in or omitted from any completeness of the foregoing documentsPrivate Placement Memorandum, the Company shall notify the HFCP Investors and Holdings, the Company shall cooperate with the HFCP Investors and Holdings in promptly preparing an appropriate amendment or supplement in which such event shall be so described and disseminated to the potential Initial Management Investors, and the Company shall provide all reasonable assistance to enable such amendment or supplement to comply with all provisions of applicable law. (bc) None The offering and sale of Holdings Shares and the information supplied or to issuance of Roll-Over Options in the Equity Roll-Over shall be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective exempt from registration under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The Each document filed or required to be filed by the Company with the SEC in connection with the Transactions (the "Company Disclosure Documents"), including, without limitation, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) 14D-9 and any amendments or supplements thereto, at to any thereof will comply as to form with the date applicable requirements of the Exchange Act and the rules and regulations thereunder. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company Stockholders Company, at the time such stockholders vote on adoption of this Agreement and at the time of Effective Time, the Company Stockholder MeetingProxy Statement as supplemented or amended, if applicable, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene misleading. At the Corporations Act, including Division 2 time of Part 7.10, the filing with the SEC or any ASIC class orders, policies other governmental authority of any Company Disclosure Documents and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will(other than the Company Proxy Statement), at the time such document is filed with the SEC, at any time it becomes effective under is amended or supplemented and at the Securities Act, time of any distribution thereof to the Company's stockholders and throughout the remaining pendency of the Offer each such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein not misleading misleading. The representations and warranties contained in this subsection (b) will not apply to statements or omissions in the Company Disclosure Documents based upon information furnished in writing to the Company by Buyer or Merger Subsidiary specifically for use therein. (iic) The information with respect to the Australian Prospectus Company or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required Company Subsidiary furnished by the Corporations Act Company or its affiliates to Buyer in writing specifically for use in the Offer and the Offer Documents shall not contain, as of the date the Offer Documents are filed, any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).untrue

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act, and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act (the "COMPANY PROXY STATEMENT"), to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.09(a) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by MergerSub specifically for use therein. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company Stockholders and at the time such stockholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by MergerSub specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to MergerSub in writing specifically for use in the MergerSub Disclosure Documents (as defined in Section 6.01) will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingmeeting of the Company's stockholders, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The proxy Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated by the Company to its stockholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including, without limitation, the Schedule 14D-9 and the information statement to be filed by the Company with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (as amended or supplemented from time to time, the “Company Proxy Information Statement”), will, when filed, distributed or disseminated, comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.17(a) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Sub or any of their representatives specifically for use therein. (b) At the time of the filing of any Company Disclosure Document, the Schedule 14D-9 and the Information Statement with the SEC, and at the respective times such documents and any amendments or supplements theretothereto are distributed or disseminated to stockholders of the Company, such documents will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.17(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Sub or any of their representatives specifically for use therein. (c) The information with respect to the Company or any of its subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the date time of the Company Proxy Statement or any such amendment or supplement thereto is first mailed to filing thereof with the Company Stockholders SEC and at the time of any distribution or dissemination thereof to stockholders of the Company Stockholder MeetingCompany, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The joint proxy statement of the Company and Parent relating to the required meetings of stockholders of the Company and Parent contemplated by Section 7.1(a) and the prospectus of Parent relating to the shares of Parent Common Stock to be issued in connection with the Merger (the “Joint Proxy Statement/Prospectus”) to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Merger and the registration statement on Form S-4 of Parent (as amended or supplemented from time to time, the “Company Proxy StatementForm S-4”) to be filed under the Securities Act relating to the issuance of Parent Common Stock in the Merger, and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed will, when filed, subject to the Company Stockholders and at the time last sentence of the Company Stockholder MeetingSection 4.9(b), will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations Securities Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of Neither the information supplied or Joint Proxy Statement/Prospectus to be supplied by filed with the Company for inclusion or incorporation by reference in (i) the Registration Statement or SEC, nor any amendment or supplement thereto thereto, will, at the date the Joint Proxy Statement/Prospectus or any such amendment or supplement is first mailed to stockholders of Company or at the time it becomes effective under such stockholders vote on the Securities Actadoption and approval of this Agreement and the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Form S-4 nor any amendment or supplement thereto will at the time it becomes effective under the Securities Act or at the Effective Time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. No representation or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required warranty is made by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading 4.9 with respect to statements made or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies incorporated by reference therein based on information to supplied by Parent for inclusion or incorporation by reference in a supplementary the Joint Proxy Statement/Prospectus or replacement prospectus which corrects the deficiency)Form S-4.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act (the "Company Proxy Statement") and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act, if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeOffer and/or the Merger, the “Company Proxy Statement”) and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act, except that no representation or warranty is made hereby with respect to any information supplied by Buyer expressly for inclusion in the Company Disclosure Documents. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company, at the time such stockholders vote on adoption of this Agreement and at the Effective Time, the Company Stockholders Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Buyer specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to Buyer in writing specifically for use in the Offer Documents will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingconsummation of the Offer, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The proxy information supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock issuable as the Mixed Election Stock Consideration or Stock Election Consideration will be filed registered with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Registration Statement”) and shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any amendments post-effective amendment or supplements theretosupplement, at the date the Company Proxy Statement or any time such post-effective amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meeting, will not (ibecomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The proxy statement of the Company to be filed with the SEC in connection with the Mergers (as amended or supplemented from time to time, the “Proxy Statement will Statement”) will, when filed, comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations 1934 Act. Notwithstanding At the foregoing, time the Proxy Statement and any amendments or supplements thereto is first mailed to the stockholders of the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under of the Securities ActCompany Stockholder Approval, the Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Prospectus Proxy Statement based upon information supplied by Parent, the Merger Subs or any amendment of their respective representatives or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent advisors specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s shareholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, and the proxy or information statement of the Company (the “Company Proxy Statement”), if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. (i) The Company Proxy Statement, as supplemented or amended, if applicable, at the date the time such Company Proxy Statement or any such amendment or supplement thereto is first mailed to shareholders of the Company Stockholders and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) Company Disclosure Documents (other than the Company Proxy Statement), at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of the Company Stockholder Meetingany distribution or dissemination thereof, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make A-14 the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement representations and warranties contained in this Section 4.6(b) will comply as not apply to form statements or omissions included in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation Disclosure Documents based upon information furnished to the Company in writing by Parent or warranty Merger Sub specifically for use therein. (c) The information with respect to the Company or any information supplied or required of its Subsidiaries that the Company furnishes to be supplied by Parent, Merger Subsidiary Parent or Merger Subsidiary Two Sub in writing specifically for use in the Schedule TO and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto willOffer Documents, at the time it becomes effective under of the Securities Actfiling of the Schedule TO, at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)misleading.

Disclosure Documents. (a) The proxy statement Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, the Proxy Statement, if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act. (i) The Proxy Statement, as supplemented or amended, if applicable, at the date the Company time such Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company Stockholders and at the time such stockholders vote on adoption of this Agreement, and (ii) any Company Disclosure Document (other than the Proxy Statement), at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of the Company Stockholder Meetingany distribution or dissemination thereof, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or misleading. (iic) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty information with respect to any information supplied the Company or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of its Subsidiaries that the foregoing documents. (b) None Company supplies to Parent specifically for use in the Schedule TO and the Offer Documents, at the time of the information supplied or to be supplied by filing of the Company for inclusion or incorporation by reference in (i) the Registration Statement Schedule TO or any amendment or supplement thereto willthereto, at the time it becomes effective under of any distribution or dissemination of the Securities ActOffer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this Section 5.09 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Prospectus Company Disclosure Documents, the Schedule TO and the Offer Documents based upon information supplied by Parent or Merger Subsidiary or any amendment of their representatives or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent advisors specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (ai) The Each document required to be filed by -------------------- the Company with the SEC in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act. (ii) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company Stockholders and at the time such stockholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.1(f)(ii) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein. (iii) The information with respect to the Company or any subsidiary that the Company furnishes to Parent or Merger Subsidiary in writing specifically for use in the Offer Documents will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingconsummation of the Offer, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The proxy statement to be filed with the SEC and ASX and sent to information supplied by the Company Stockholders in connection with writing for inclusion or incorporation by reference in the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement registration statement on Form S-4 or any such amendment or supplement thereto is first mailed pursuant to which Parent Shares issuable as part of the Company Stockholders and Merger Consideration will be registered with the SEC (the “Registration Statement”) shall not at the time of the Company Stockholder MeetingRegistration Statement is declared effective by the SEC (or, will not (iwith respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company in writing for inclusion or incorporation by reference in (i) the Registration Statement proxy statement/prospectus, or any amendment or supplement thereto willthereto, to be sent to the Company stockholders in connection with the Merger and the other transactions contemplated by this Agreement (the “Proxy Statement/Prospectus”) shall not, on the date the Proxy Statement/Prospectus, and any amendments or supplements thereto, is first mailed to the stockholders of the Company or at the time it becomes effective under of a meeting of such stockholders for purpose of adopting this Agreement and approving the Securities ActMerger (including any adjournment or postponement thereof, the “Company Meeting”) or Requisite Company Vote contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. (b) The representations and warranties contained in this ‎ ‎Section 4.09 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Registration Statement or Proxy Statement/Prospectus based upon information supplied in writing by Parent, Merger Sub or any amendment of their representatives or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent advisors specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) The Each document required to be -------------------- filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the "COMPANY DISCLOSURE DOCUMENTS"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "COMPANY PROXY STATEMENT"), if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company Stockholders and at the time such stockholders vote on adoption of this Agreement, the Company Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement, at the time of any distribution thereof and at the time of consummation of the Offer, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.9(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Buyer specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to Buyer in writing specifically for use in the Offer Documents will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingconsummation of the Offer, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company's shareholders in connection with the Transactions (the "COMPANY DISCLOSURE DOCUMENTS"), including, without 13 18 limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "COMPANY MERGER PROXY STATEMENT"), if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act. (i) The Company Merger Proxy Statement, as supplemented or amended, if applicable, at the date the time such Company Merger Proxy Statement or any such amendment or supplement thereto is first mailed to shareholders of the Company Stockholders and at the time such shareholders vote on adoption of this Agreement, and (ii) any Company Disclosure Document (other than the Company Merger Proxy Statement), at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of the Company Stockholder Meetingany distribution or dissemination thereof, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement representations and warranties contained in this Section 5.9(b) will comply as not apply to form statements or omissions included in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty Disclosure Documents based upon information furnished to the Company in writing by Parent specifically for use therein. (c) The information with respect to any information supplied the Company or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by its Subsidiaries that the Company furnishes to Parent in writing specifically for inclusion or incorporation by reference use in (i) the Registration Statement or any amendment or supplement thereto willOffer Documents, at the time it becomes effective under of the Securities Actfiling thereof, at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)misleading.

Disclosure Documents. (ai) The Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the "Com- pany Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Com- pany (the "Company Proxy Statement"), if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act. (ii) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company Stockholders and at the time such stockholders vote on adop- tion of this Agreement, the Company Proxy Statement, as supple- mented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not mis- leading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representa- tions and warranties contained in this Section 4.1(f)(ii) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Subsidiary specifically for use therein. (iii) The information with respect to the Company or any subsidiary that the Company furnishes to Parent or Merger Subsidiary in writing specifically for use in the Offer Docu- ments will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingconsummation of the Offer, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The proxy statement None of the information to be filed with provided by the SEC and ASX and sent Company for inclusion or incorporation by reference in the Registration Statement (as defined in Section 6.8) or the Proxy Statement (or any amendment or supplement thereto) will, (i) on the date the Proxy Statement (or such amendment or supplement) is first mailed to the Company Stockholders in connection with shareholders of the Company, (ii) at the time the Registration Statement (or such amendment or supplement) becomes effective or (iii) at the time of the Company Stockholder Shareholder Meeting (as amended or supplemented from time prior to such time, the “Company Proxy Statement”) and any amendments or supplements theretoif applicable), at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meeting, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied provided by the Company for inclusion or incorporation by reference in the UK Disclosure Document (i) the Registration Statement as defined in Section 6.7), (or any amendment or supplement thereto thereto) will, (i) on the date the UK Disclosure Document (or such amendment or supplement) is first mailed to the shareholders of Farnell, (ii) on the last day for acceptance and payment under the Rights Offering (as amended or supplemented prior to such time, if applicable) or (iii) at the time it becomes effective under of the Securities ActCompany Shareholder Meeting (as amended or supplemented prior to such time, if applicable), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading misleading. (c) The representations and warranties contained in this Section 3.9 will not apply to statements or (ii) omissions included in the Australian Prospectus Registration Statement, Proxy Statement or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that UK Disclosure Document based upon information furnished to the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent by Farnell for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)use therein.

Disclosure Documents. (a) The proxy statement Subject to the last sentence of Section 4.09(b), the Registration Statement on Form F-4 of Alcatel (the "Form F-4")and the Registration Statement on Form F-6 of Alcatel (the "Form F-6") to be filed under the 1933 Act relating to the issuance of ADSs in the Merger and the issuance of Alcatel Ordinary Shares underlying such ADSs that may be required to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeSEC, the “Company Proxy Statement”) and any amendments or supplements thereto, will, when filed, subject to the last sentence of Section 4.09(b)), comply as to form in all material respects with the applicable requirements of the Exchange Act and the 1933 Act. The circular of Alcatel ("Alcatel Circular") to be delivered to, or put at the disposal of, Alcatel's shareholders in connection with obtaining the Alcatel Shareholder Approval at the Alcatel Shareholder Meeting will, when provided to Alcatel's shareholders, subject to the last sentence of Section 4.09(b), comply as to form and substance in all material respects with the applicable requirements of French securities regulations. (b) None of the Alcatel Circular or any amendment or supplement thereto, will, at the date on which the Company Proxy Statement Alcatel Circular or any such amendment or supplement thereto is first mailed to the Company Stockholders and shareholders of Alcatel or at the time of such shareholders vote on the Company Stockholder Meetingmatters constituting the Alcatel Shareholder Approval, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene misleading. Neither the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoingForm F-4, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or Form F-6 nor any amendment or supplement thereto will, will at the time it becomes effective under the Securities Act, 1933 Act or at the time of the Alcatel Shareholder Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading. Notwithstanding the foregoing, no representation or warranty is made by Alcatel in this Section 4.09 with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Lucent for inclusion or incorporation by reference in the Alcatel Circular, the Form F-4 or the Form F-6. (iic) None of the Australian Prospectus information supplied or to be supplied by or on behalf of Alcatel for inclusion or incorporation by reference in the Lucent Proxy Statement or any amendment or supplement thereto will, at the date on which the Lucent Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of Lucent or at the time lodged with ASIC and at all times such stockholders vote on or before the Effective Timeadoption of this Agreement, contain any untrue statement of a misleading or deceptive statement material fact or omit to state any material required by fact necessary in order to make the Corporations Act or any relevant ASIC class ordersstatements therein, policies and requirementsin light of the circumstances under which they were made, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)misleading.

Disclosure Documents. (a) The joint proxy statement of the Company and Parent relating to the required meetings of stockholders of the Company and Parent contemplated by Section 7.1(a) and the prospectus of Parent relating to the shares of Parent Common Stock to be issued in connection with the Merger (the "Joint Proxy Statement/Prospectus") to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Merger and the registration statement on Form S-4 of Parent (as amended or supplemented from time the "Form S-4") to timebe filed under the Securities Act relating to the issuance of Parent Common Stock in the Merger, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed will, when filed, subject to the Company Stockholders and at the time last sentence of the Company Stockholder MeetingSection 4.9(b), will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations Securities Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of Neither the information supplied or Joint Proxy Statement/Prospectus to be supplied by filed with the Company for inclusion or incorporation by reference in (i) the Registration Statement or SEC, nor any amendment or supplement thereto thereto, will, at the date the Joint Proxy Statement/Prospectus or any such amendment or supplement is first mailed to stockholders of Company or at the time it becomes effective under such stockholders vote on the Securities Actadoption and approval of this Agreement and the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Form S-4 nor any amendment or supplement thereto will at the time it becomes effective under the Securities Act or at the Effective Time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. No representation or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required warranty is made by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading 4.9 with respect to statements made or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies incorporated by reference therein based on information to supplied by Parent for inclusion or incorporation by reference in a supplementary the Joint Proxy Statement/Prospectus or replacement prospectus which corrects the deficiency)Form S-4.

Disclosure Documents. (a) The proxy statement None of the documents required to be filed by the Company with the SEC and ASX and sent to after the Company Stockholders date hereof in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeTransactions will, the “Company Proxy Statement”) and any amendments or supplements thereto, at on the date the Company Proxy Statement or any of such amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meetingfiling, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made made, not misleading or (ii) contravene the Corporations Act, including Division 2 misleading. In furtherance and not in limitation of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, and subject to the last sentence of this Section 5.03, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two hereby covenants and contained in or omitted from any of the foregoing documents. (b) None agrees that none of the information supplied by or to be supplied by on behalf of the Company specifically for inclusion or incorporation by reference in (ia) a registration statement on Form S-4 (or similar successor form) to register the issuance of Parent Common Stock in connection with the Scheme (including any amendments or supplements, the “Registration Statement or any amendment or supplement thereto Statement”) will, at the time it the Registration Statement becomes effective under the Securities ActAct (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading misleading, (b) the Scheme Circular and the definitive Parent Proxy Statement/Prospectus included in the Registration Statement at the time it becomes effective to be sent to the Company’s shareholders in connection with the Scheme and the other Transactions and Parent’s stockholders in connection with the Transactions, or (iic) the Australian Prospectus prospectus filed with the JSE to be sent to Parent’s stockholders (“Registered Prospectus” (clauses (a) through (c), including any amendments or any amendment or supplement thereto supplements, the “Public Documents”) will, at the date it is first mailed to the Company’s shareholders or at the time lodged with ASIC and at all times on or before of the Effective TimeCompany Shareholders’ Meeting, contain any untrue statement of a misleading or deceptive statement material fact or omit to state any material required by fact necessary in order to make the Corporations Act or any relevant ASIC class ordersstatements therein, policies and requirementsin the light of the circumstances under which they are made, including any ASIC relief or “no action” letter (except that not misleading. Notwithstanding the Company will not be in breach foregoing provisions of this Section 4.10(b)(ii)5.03, if no representation or warranty is made by the Company, after becoming aware of a misleading Company with respect to information or deceptive statement, omission statements made or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation incorporated by reference in a supplementary the Registration Statement, the Scheme Circular, the Parent Proxy Statement/Prospectus or replacement prospectus the Registered Prospectus which corrects were not supplied by or on behalf of the deficiency)Company.

Disclosure Documents. (a) The proxy statement With respect to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeParent, the “Company Proxy Statement”) Parent Registration Statement and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed (i) thereto, when filed, will comply as to form in all material respects with the Company Stockholders requirements of the Securities Act and (ii) at the time of the Company Stockholder Meetingit becomes effective, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of not misleading. (b) With respect to Parent, the circumstances under which they are made not misleading Joint Proxy Statement/Prospectus and any amendments or supplements thereto (iii) contravene the Corporations Actwill, including Division 2 of Part 7.10when filed, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and (ii) will not, on the Corporations Act. Notwithstanding date the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement Joint Proxy Statement/Prospectus or any amendment or supplement thereto willis first mailed to the shareholders of Parent and the Company, and at the time it becomes effective under of the Securities ActRequired Parent Vote and Required Company Vote, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. (c) With respect to the Company, none of the information supplied or (ii) to be supplied by the Australian Company specifically for inclusion or incorporation by reference in the Parent Registration Statement or Joint Proxy Statement/Prospectus or any amendment or supplement thereto will, will (i) at the time lodged with ASIC the Parent Registration Statement or any amendment or supplement thereto becomes effective (in the case of the Parent Registration Statement), or (ii) on the date the Joint Proxy Statement/Prospectus or any amendment or supplement thereto is first mailed to the shareholders of Parent and the Company, and at all times on or before the Effective Timetime of the Required Parent Vote and Required Company Vote (in the case of the Joint Proxy Statement/Prospectus), contain any untrue statement of a misleading or deceptive statement material fact or omit to state any material fact required by to be stated therein or necessary in order to make the Corporations Act or any relevant ASIC class ordersstatements therein, policies and requirementsin light of the circumstances under which they were made, including any ASIC relief or “no action” letter not misleading. (except that d) Notwithstanding the Company will not be in breach foregoing provisions of this Section 4.10(b)(ii)3.23, if no representation or warranty is made by Parent with respect to statements made or incorporated by reference in the Company, after becoming aware Parent Registration Statement or the Joint Proxy Statement/Prospectus based on information supplied by or on behalf of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent Company in writing specifically noted for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) Section 3.8.1 The proxy statement to be filed with the SEC Proxy Statement and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeany Other Filings, the “Company Proxy Statement”) and any amendments or supplements thereto, at (A) the date time the Company Registration Statement is declared effective, (B) the time the Proxy Statement (or any such amendment thereof or supplement thereto thereto) is first mailed to the Company Stockholders and at stockholders of the Company, (C) if applicable, the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (D) the time of the Company Stockholder Stockholders' Meeting, (E) the time of the Parent Stockholders' Meeting, and (F) the Effective Time, will not comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and other applicable Laws. Section 3.8.2 The Proxy Statement and any Other Filings, and any amendments or supplements thereto, do not, and will not, at (iA) the time the Registration Statement is declared effective, (B) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company, (C) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to stockholders of Parent, (D) the time of the Company Stockholders' Meeting, (E) the time of the Parent Stockholders' Meeting, and (F) the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act representations and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and warranties contained in this Section 3.8.2 will not apply to statements or omitted from any of omissions included in the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Proxy Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit Other Filings based upon information furnished in writing to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading by Parent or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent Merger Sub specifically for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)use therein.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents"), including, without limitation, the Schedule 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company, at the time such stockholders vote on adoption of this Agreement and at the Effective Time, the Company Stockholders Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The obligations of the Company contained in this Section 6.03(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Purchaser specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to Parent or Purchaser in writing specifically for use in the Offer Documents will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingconsummation of the Offer, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The proxy statement of the Company relating to the meeting of stockholders of the Company contemplated by Section 7.3 and the prospectus of Parent relating to the shares of Parent Common Stock to be issued in connection with the Merger (the “Proxy Statement/Prospectus”) to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Merger and the registration statement on Form S-4 of Parent (as amended or supplemented from time to time, the “Company Proxy StatementForm S-4”) to be filed under the 1933 Act relating to the issuance of Parent Common Stock in the Merger, and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed will, when filed, subject to the Company Stockholders and at the time last sentence of the Company Stockholder MeetingSection 4.9(b), will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations 1933 Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of Neither the information supplied or Proxy Statement/Prospectus to be supplied by filed with the Company for inclusion or incorporation by reference in (i) the Registration Statement or SEC, nor any amendment or supplement thereto thereto, will, at the date the Proxy Statement/Prospectus or any such amendment or supplement is first mailed to stockholders of Company or at the time it becomes effective under such stockholders vote on the Securities Actadoption and approval of this Agreement and the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Form S-4 nor any amendment or supplement thereto will at the time it becomes effective under the 1933 Act or at the Effective Time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. No representation or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required warranty is made by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading 4.9 with respect to statements made or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies incorporated by reference therein based on information to supplied by Parent for inclusion or incorporation by reference in a supplementary the Proxy Statement/Prospectus or replacement prospectus which corrects the deficiency)Form S-4.

Disclosure Documents. (a) The proxy statement Registration Statement on Form S-4 of Parent (the “Form S-4”) to be filed with under the SEC and ASX and sent Securities Act relating to the Company Stockholders issuance of shares of Parent Common Stock in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeFirst Merger, the “Company Proxy Statement”) and any amendments or supplements 11 thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed will, when filed, subject to the Company Stockholders and at the time last sentence of the Company Stockholder MeetingSection 3.9(b), will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Securities Act and the Corporations Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of Neither the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or Form S-4 nor any amendment or supplement thereto will, at the time it becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent in this Section 3.9 with respect to statements made or incorporated by reference therein based on information supplied by the Company for inclusion or incorporation by reference in the Form S-4. (c) None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or any amendment or supplement thereto will, at the date the Joint Proxy Statement/Prospectus or any amendment or supplement thereto is first mailed to stockholders of the Company (the “Company’s Stockholders”) and the stockholders of Parent (“Parent’s Stockholders”) or at the time the Company’s Stockholders vote on the adoption and approval of this Agreement and the transactions contemplated hereby or Parent’s Stockholders’ vote on the issuance of shares of Parent Common Stock in the First Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach misleading. For purposes of this Section 4.10(b)(iiAgreement, “Joint Proxy Statement/Prospectus” means the Company’s proxy statement relating to the meeting of the Company’s Stockholders to consider and vote upon approval of this Agreement and the First Merger (the “Company Stockholder Meeting”), if together with Parent’s proxy statement relating to the Companymeeting of Parent’s Stockholders to consider and vote on the issuance of shares of Parent Common Stock in the First Merger (the “Parent Stockholder Meeting”), after becoming aware of a misleading or deceptive statementto be filed with the Commission, omission or new circumstance that is materially adverse as such document may be amended from the point of view of an investor, promptly supplies information time to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)time.

Disclosure Documents. (a) The proxy statement Each document required to be filed by the Purchaser with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting transactions contemplated by this Agreement, including on Schedule 13E-3 (as amended or supplemented from time to time, the “Company Proxy Statement”"Purchaser Disclosure Documents") and any amendments or supplements thereto, at will, when filed, comply as to form with the date applicable requirements of the Company Proxy Statement or any such amendment or supplement thereto is first mailed Exchange Act and the rules and regulations thereunder. (b) The information with respect to the Purchaser that Purchaser furnishes to the Company Stockholders and at the time of the in writing specifically for use in any Company Stockholder Meeting, Disclosure Documents will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made, not misleading; provided that no representation is made not misleading by Purchaser with respect to statements or omissions in the Company Disclosure Documents based upon information furnished to Purchaser by the Company specifically for use therein. (iic) contravene The Schedule 13E-3, the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies Preliminary Proxy Statement and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Company Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto willwill not, at the time it becomes effective under of the Securities Actfiling thereof, or from the time of any distribution thereof through the Effective Time contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto willmisleading; provided, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required that no representation is made by the Corporations Act Purchaser with respect to the statements or any relevant ASIC class ordersomissions in the Schedule 13E-3, policies and requirements, including any ASIC relief the Preliminary Proxy Statement or “no action” letter (except that the Company will not be Proxy Statement based upon information furnished to Purchaser in breach writing by the Company specifically for use therein. (d) The information contained in the Schedule 13D and the amendments thereto filed by the current stockholders of Purchaser is true and accurate in all material respects. In addition, neither Purchaser nor any of its Affiliates were, prior to the execution of this Agreement, subject to the prohibitions on transactions generally applicable to "interested stockholders" within the meaning of Section 4.10(b)(ii), if 203 of the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)DGCL.

Disclosure Documents. (a) The proxy statement Joint Proxy Statement/Prospectus to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time Merger and the Form S-4 to timebe filed under the Securities Act relating to the issuance of FMFK Common Stock in the Merger, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed will, when filed, subject to the Company Stockholders and at the time last sentence of the Company Stockholder MeetingSection 5.9(b), will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations Securities Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of Neither the information supplied or Joint Proxy Statement/Prospectus to be supplied by filed with the Company for inclusion or incorporation by reference in (i) the Registration Statement or SEC, nor any amendment or supplement thereto thereto, will, at the date the Joint Proxy Statement/Prospectus or any such amendment or supplement is first mailed to stockholders of OLYMPIC or FMFK, as the case may be, or at the time it becomes effective under such stockholders vote on the Securities Actadoption and approval of this Agreement and the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Form S-4 nor any amendment or supplement thereto will at the time it becomes effective under the Securities Act or at the Effective Time contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading. No representation or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required warranty is made by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be OLYMPIC in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading 5.9 with respect to statements made or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies incorporated by reference therein based on information to Parent supplied by FMFK for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus or the Form S-4. (c) The affirmative vote of the holders of a supplementary majority of the outstanding shares of OLYMPIC Common Stock and LYMPIC' Series A Preferred Stock, voting on an as-converted basis on the OLYMPIC Record Date at a duly constituted OLYMPIC Stockholders Meeting is the only vote of the holders of any class or replacement prospectus which corrects series of OLYMPIC's capital stock necessary to adopt this Agreement and approve the deficiency)Merger.

Disclosure Documents. (a) The proxy statement Registration Statement on Form S-4 of Parent (the "REGISTRATION STATEMENT") to be filed with the SEC and ASX and sent with respect to the Company Stockholders issuance of Parent Stock in connection with the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) Merger and any amendments or supplements thereto, at when filed, will comply as to form in all material respects with the date applicable requirements of the Company Proxy 1933 Act. Neither the Registration Statement or nor any such amendment or supplement thereto is first mailed to the Company Stockholders and will at the time of it becomes effective under the Company Stockholder Meeting, will not (i) 1933 Act contain any untrue statement of a material fact or omit to state any 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 are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy representations and warranties contained in this Section 5.09(a) will not apply to statements or omissions included in the Registration Statement will comply as based upon information furnished to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary Parent or Merger Subsidiary Two and contained in or omitted from any of by the foregoing documentsCompany specifically for use therein. (b) None of Neither the information supplied or joint proxy statement relating to be supplied by the Parent Stockholder Meeting and the Company for inclusion Stockholder Meeting nor the related proxy and notice of meeting, or incorporation by reference soliciting material in connection therewith (icollectively, the "JOINT PROXY STATEMENT") the Registration Statement or nor any amendment or supplement thereto thereto, will, at the date the Joint Proxy Statement or any such amendment or supplement is first mailed to stockholders of Parent and the Company or at the time it becomes effective under of the Securities ActParent Stockholder Meeting and the Company Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. The Joint Proxy Statement (except for information relating solely to the Company) shall comply as to form in all material respects with the applicable requirements of the 1933 Act. The representations and warranties contained in this Section 5.09(b) will not apply to statements or (ii) omissions included in the Australian Prospectus Joint Proxy Statement based upon information furnished to Parent or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required Merger Subsidiary by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent specifically for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)use therein.

Disclosure Documents. (a) The proxy statement to be filed with the SEC and ASX and sent to information supplied by the Company Stockholders in connection with writing for inclusion or incorporation by reference in the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement registration statement on Form S-4 or any such amendment or supplement thereto is first mailed pursuant to which shares of New Charter Common Stock issuable as part of the Company Stockholders and Merger Consideration will be registered with the SEC (the “Registration Statement”) shall not at the time of the Company Stockholder MeetingRegistration Statement is declared effective by the SEC (or, will not (iwith respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company in writing for inclusion or incorporation by reference in (i) the Registration Statement joint proxy state- ment/prospectus, or any amendment or supplement thereto willthereto, to be sent to the Company stock- holders and Parent stockholders in connection with the Merger and the other transactions con- templated by this Agreement (the “Joint Proxy Statement/Prospectus”) shall not, on the date the Joint Proxy Statement/Prospectus, and any amendments or supplements thereto, is first mailed to the stockholders of the Company or the shareholders of Parent, at the time it becomes effective under of the Securities Act, Com- pany Stockholder Approval or at the time of the Parent Stockholder Approval contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary nec- ▇▇▇▇▇▇ in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this Section 4.09 will not apply to statements or (ii) omissions included or incorporated by reference in the Australian Registra- tion Statement or Joint Proxy Statement/Prospectus based upon information furnished by Parent or Merger Subsidiary or any amendment of their respective representatives or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be advisors in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent writing specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) The proxy statement information with respect to be filed with the SEC PLC, Parent and ASX and sent any of their respective Subsidiaries that PLC or Parent furnishes to the Company Stockholders in connection with the writing specifically for use in any Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meeting, Disclosure Document will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading (i) in the case of the Proxy Statement, as supplemented or amended, if applicable, at the time such Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) contravene in the Corporations Actcase of any Company Disclosure Document other than the Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) Each document required to be filed by PLC for approval by United Kingdom Listing Authority or required to be distributed or otherwise disseminated to the PLC shareholders in connection with the Transactions (the “Parent Disclosure Documents”), including Division 2 of Part 7.10the Prospectus and Circular and any amendments or supplements thereto, when distributed or any ASIC class ordersdisseminated, policies and requirementsas applicable, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form and substance in all material respects with the applicable provisions requirements of the Exchange Act Listing Rules and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsall applicable Laws. (bc) None of The Circular, Prospectus and any other Parent Disclosure Documents, as supplemented or amended, if applicable, at the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement time such Circular, Prospectus or any amendment or supplement thereto willis first distributed or disseminated to shareholders of PLC, at the time it becomes effective under such shareholders vote on approving the Securities Actentering into by Parent and Merger Sub of this Agreement and the consummation of the Merger and at the Effective Time, will, to the knowledge of PLC having taken all reasonable care to ensure that such is the case, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this Section 4.05(c) will not apply to statements or (ii) omissions included in the Australian Circular or Prospectus or any amendment other Parent Disclosure Document relating to the Company or supplement thereto will, at the time lodged with ASIC and at all times on its affiliates or before the Effective Time, contain a misleading or deceptive statement or omit material required which are based upon information furnished to PLC in writing by the Corporations Act Company or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent its affiliates specifically for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)use therein.

Disclosure Documents. (ai) The proxy statement Each document required to be filed by the Company with the SEC and ASX and sent to the Company Stockholders in connection with the transactions contemplated by this Agreement (the "Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”Disclosure Documents") and any amendments or supplements thereto, at will, when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act and the rules and regulations thereunder. (ii) At the time any Company Proxy Statement Disclosure Document or any such amendment or supplement thereto is first mailed to stockholders of the Company, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document or any amendment or supplement thereto, and from the time of any distribution thereof through the Effective Time each such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in paragraphs (i) and (ii) of this Section 3.1(h) will not apply to statements or omissions included in the Company Stockholders Disclosure Documents, if any, based upon information furnished to the Company in writing by Purchaser or its Affiliates or Associates specifically for use therein. (iii) The information with respect to the Company or any Company Subsidiary that the Company furnishes to Purchaser in writing specifically for use in the Schedule 13E-3 (as defined herein), the Preliminary Proxy Statement and the Company Proxy Statement will not, at the time of the Company Stockholder Meetingfiling thereof, will not (i) and from the time of any distribution thereof through the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The representations and warranties contained in this paragraph (iii) will not apply to statements or omissions included in the Schedule 13E-3, the Preliminary Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii)Proxy Statement, if the Companyany, after becoming aware of a misleading based upon information furnished by Purchaser, its Affiliates or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent Associates specifically for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)use therein.

Disclosure Documents. (a) The proxy statement Each document required to be filed by Buyer with the SEC or required to be distributed or otherwise disseminated to Buyer’s stockholders in connection with the Transactions, including the Proxy Statement to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeTransactions, the “Company Proxy Statement”) and any amendments or supplements theretothereto (collectively, at the date “Buyer Disclosure Documents”), when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the Company Proxy Statement or any such amendment or supplement thereto is first mailed to applicable requirements of the Company Stockholders Exchange Act, and at the time of such filing, and at the Company Stockholder Meetingtime of any distribution or dissemination thereof, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of The proxy statement (together with any amendments or supplements thereto, the information supplied or “Proxy Statement”) relating to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto willStockholder Meeting will not, at the time it becomes effective under the Securities ActProxy Statement is first mailed to Buyer’s stockholders or at the time of the Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading misleading, except that no representation or (ii) warranty is made by Buyer with respect to information supplied by the Australian Prospectus Seller Parties or any amendment of their Representatives for inclusion in the Proxy Statement. The Proxy Statement when filed, distributed or supplement thereto willdisseminated, at as applicable, will comply as to form in all material respects with the time lodged with ASIC applicable requirements of the Exchange Act. The representations and at all times on warranties in this Section 4.05 will not apply to statements or before omissions included or incorporated by reference in the Effective Time, contain a misleading or deceptive statement or omit material required Buyer Disclosure Documents based upon information supplied to Buyer by the Corporations Act Seller Parties or any relevant ASIC class orders, policies and requirements, including any ASIC relief of their representatives or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent advisors specifically for inclusion use or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)therein.

Disclosure Documents. (a) The proxy statement information with respect to be filed with the SEC Parent, EGS and ASX and sent its Subsidiaries that Parent furnishes to the Company Stockholders in connection with the writing specifically for use in any Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meeting, Disclosure Document will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading (i) in the case of the Company Proxy Statement, if any, at the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company, at the time the shareholders vote on adoption of this Agreement and at the Effective Time, and (ii) contravene in the Corporations Actcase of any Company Disclosure Document other than the Company Proxy Statement, including Division 2 at the time of Part 7.10the filing thereof, or at the time of any ASIC class orders, policies distribution thereof and requirements, including any ASIC relief or “no action” letter issued by ASIC. throughout the remaining pendency of the Offer. (b) The Proxy Statement Offer Documents will comply as to form in all material respects with the applicable provisions requirements of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto willwill not, at the time it becomes effective under of the Securities Actfiling thereof, at the time of any distribution thereof and throughout the remaining pendency of the Offer contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading misleading; provided, that no representation is made by Parent, EGS or Merger Subsidiary with respect to statements or omissions in the Offer Documents based upon information furnished to Parent, EGS or Merger Subsidiary in writing by the Company specifically for use therein. (iic) Each document required to be filed by Parent, EGS or Merger Subsidiary with the Australian Prospectus SEC in connection with the transactions contemplated by this Agreement including, without limitation, the Schedule TO and the Offer Documents and any amendments or any amendment or supplement thereto supplements thereto, will, at when filed, comply as to form in all material respects with the time lodged with ASIC applicable requirements of the Exchange Act and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies rules and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)regulations thereunder.

Disclosure Documents. (a) The Each document filed or required to be filed by the Company with the SEC in connection with the Transaction (the "Company Disclosure Documents"), including, without limitation, the 14D-9, the proxy or information statement of the Company (the "Company Proxy Statement"), if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger, the “Company Proxy Statement”) and any amendments or supplements thereto, at to any thereof will comply as to form in all material respects with the date applicable requirements of the Exchange Act. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company Stockholders Company, at the time such stockholders vote on adoption of this Agreement and at the time of Effective Time, the Company Stockholder MeetingProxy Statement as supplemented or amended, if applicable, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene misleading. At the Corporations Act, including Division 2 time of Part 7.10, the filing with the SEC or any ASIC class orders, policies and requirements, including other Governmental Entity of any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, Company Disclosure Documents (other than the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto willProxy Statement), at the time it becomes effective under of any distribution thereof and throughout the Securities Act, remaining pendency of the Offer each such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading misleading. The representations and warranties contained in this subsection (b) will not apply to statements or omissions in the Company Disclosure Documents based upon information furnished in writing to the Company by Buyer or Merger Subsidiary specifically for use therein. (iic) The information with respect to the Australian Prospectus Company or any amendment Subsidiaries furnished by the Company or supplement thereto willits affiliates to Buyer in writing specifically for use in the Offer and the Offer Documents shall not contain, at as of the time lodged with ASIC and at all times on or before date the Effective TimeOffer Documents are filed, contain any untrue statement of a misleading or deceptive statement material fact or omit to state a material required fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If any such information provided by the Corporations Act Company or its affiliates shall, after the filing of the Offer Documents, become false or misleading in any relevant ASIC class ordersmaterial respect, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be shall promptly notify Buyer and update such information in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)writing.

Disclosure Documents. (a) The proxy statement Each document required to be filed by the Company with the SEC and ASX and sent or required to be distributed or otherwise disseminated to the Company Stockholders in connection with the Company Stockholder Meeting transactions contemplated by this Agreement (as amended or supplemented from time to time, the “Company Disclosure Documents”), including the Schedule 14D-9, the Proxy Statement”) , if any, to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. (i) The Proxy Statement, as supplemented or amended, if applicable, at the date the Company time such Proxy Statement or any such amendment or supplement thereto is first mailed to the Company Stockholders and at the time the Company Stockholders vote on adoption of this Agreement and (ii) any Company Disclosure Document (other than the Proxy Statement), at the time of the filing of such Company Stockholder MeetingDisclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene misleading. If at any time prior to the Corporations Act, including Division 2 of Part 7.10, Effective Time any event with respect to the Company or any ASIC class ordersof its Subsidiaries shall occur which is required to be described in the Proxy Statement, policies such event shall be so described, and requirements, including any ASIC relief an amendment or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects supplement shall be promptly filed with the applicable provisions of SEC and, as required by law, disseminated to the Exchange Act and the Corporations ActCompany Stockholders. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary Parent or Merger Subsidiary Two and Sub that is contained in or omitted from any of the foregoing documentsCompany Disclosure Document. (bc) None of the The information supplied or with respect to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto willof its Subsidiaries that the Company furnishes to Parent in writing specifically for use in the Schedule TO and the Offer Documents, at the time it becomes effective under of the Securities Actfiling of the Schedule TO, at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)misleading.

Disclosure Documents. (a) The proxy statement Each document required to be filed by the Company with the SEC and ASX and sent or required to be distributed or otherwise disseminated to the Company Stockholders Company’s shareholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger and the other Transactions, including the “Company Proxy Statement”) Statement and the Schedule 13E-3, and any amendments or supplements thereto, at when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the date applicable requirements of the Company Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder. (b) (i) At the time the Proxy Statement or any such amendment or supplement thereto is first mailed to the holders of Company Stockholders Capital Stock, and at the time such shareholders vote on adoption of this Agreement, the Company Stockholder MeetingProxy Statement, as amended or supplemented, if applicable, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or and (ii) contravene at the Corporations Act, including Division 2 of Part 7.10, time the Schedule 13E-3 or any ASIC class ordersamendment or supplement thereto becomes effective, policies and requirementsthe Schedule 13E-3, including as amended or supplemented, will not contain any ASIC relief untrue statement of a material fact or “no action” letter issued by ASIC. The Proxy Statement will comply as omit to form state any material fact required to be stated therein or necessary to make the statements therein, in all material respects with the applicable provisions light of the Exchange Act and the Corporations Act. Notwithstanding the foregoingcircumstances under which they were made, the Company makes not misleading, except that no representation or warranty is made by the Company in this Section 3.07 with respect to any statements made or incorporated by reference therein based on information supplied by any Parent Entity or required to be supplied Sub specifically for inclusion or incorporation by Parent, Merger Subsidiary or Merger Subsidiary Two and contained reference in or omitted from any of the foregoing such documents. . (bc) None of the information supplied or to be supplied by the Company, any Company Subsidiary or the Company’s Representatives for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto Form F-4 will, at the time the Form F-4 is filed with the SEC, at any time it becomes is amended or supplemented and at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances in which they were made, not misleading misleading. None of the information supplied or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required to be supplied by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading any Company Subsidiary or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent Company’s Representatives for inclusion or incorporation by reference in a supplementary the Parent Circular or replacement prospectus the Parent Prospectus will, at the time the Parent Circular is first mailed to holders of Parent Ordinary Shares, at the time the Parent Prospectus is first published, at the time of any amendment or supplement of the Parent Circular or the Parent Prospectus and at the time of the Parent Shareholders Meeting, contain any information which corrects is not in accordance with the deficiency)facts or which omits anything likely to affect the import of such information. SECTION 3.

Disclosure Documents. (a) The proxy statement Each document required to be filed by the Company with the SEC and ASX and sent or any other applicable Governmental Entity or required to be distributed or otherwise disseminated to the Company Stockholders in connection with the Company Stockholder Meeting transactions contemplated by this Agreement (as amended or supplemented from time to time, the “Company Disclosure Documents”), including the Schedule 14D-9 and the Proxy Statement”) Statement (if applicable), to be filed with the SEC in connection with the Offer and the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act and other applicable Law. (i) The Proxy Statement, as supplemented or amended, if applicable, at the date the Company time such Proxy Statement or any such amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the meeting of Company Stockholder MeetingStockholders to consider this Agreement and at the Effective Time, and (ii) Company Disclosure Documents (other than the Proxy Statement), at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement representations and warranties contained in this Section 5.10 will comply as not apply to form statements or omissions included in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation Disclosure Documents based upon information furnished to the Company in writing by Parent or warranty Merger Sub specifically for use therein. (c) The information with respect to any information supplied the Company or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by Company Subsidiaries that the Company furnishes to Parent or Merger Sub for inclusion or incorporation by reference use in (i) the Registration Statement or any amendment or supplement thereto willSchedule TO and the Offer Documents, at the time it becomes effective under of the Securities Actfiling of the Schedule TO, at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency)misleading.

Disclosure Documents. (a) The proxy statement to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements thereto, at the date the Company Proxy Statement or any such amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meeting, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company LandCare specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by ServiceMaster in connection with the issuance of ServiceMaster Common Stock in connection with the Merger (the "Registration Statement") will, at the time the Registration Statement is ---------------------- filed with the SEC, at any time it is amended or any amendment supplemented or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto proxy statement of LandCare to be filed by LandCare with the SEC in connection with the Merger (the "LandCare -------- Proxy Statement") will, at the date it is first mailed to the stockholders of --------------- LandCare or at the time lodged with ASIC and at all times on or before of the Effective TimeLandCare Stockholders Meeting, contain any untrue statement of a misleading or deceptive statement material fact or omit to state any material fact required by to be stated therein or necessary in order to make the Corporations Act or any relevant ASIC class ordersstatements therein, policies and requirementsin light of the circumstances under which they were made, including any ASIC relief or “no action” letter not misleading. (b) The LandCare Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act, except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading no representation or deceptive statement, omission warranty is made by LandCare with respect to statements made or new circumstance that is materially adverse from the point of view of an investor, promptly supplies incorporated by reference therein based on information to Parent supplied by ServiceMaster specifically for inclusion or incorporation by reference in the LandCare Proxy Statement. (c) At the time of the filing of any disclosure document filed after the date hereof pursuant to the Securities Act, the Exchange Act or any state securities law (other than the LandCare Proxy Statement, each a supplementary "LandCare -------- Disclosure Document"), and at the time of distribution thereof and until the ------------------- Closing Date, each such LandCare Disclosure Document (as supplemented or replacement prospectus amended) will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which corrects the deficiency)they were made, not misleading.

Disclosure Documents. (a) The proxy statement to be filed with S-4 shall not at the time the S-4 is declared effective by the SEC and ASX and sent (or, with respect to the Company Stockholders in connection with the Company Stockholder Meeting (as amended any post-effective amendment or supplemented from time to time, the “Company Proxy Statement”) and any amendments or supplements theretosupplement, at the date the Company Proxy Statement or any time such post-effective amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meeting, will not (ibecomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None The Proxy Statement shall not, on the date the Proxy Statement, and any amendments or supplements thereto, is first mailed to the shareholders of the information supplied Parent, or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under of the Securities Act, Parent Shareholder Approvals contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading or misleading. (iic) The information supplied by Parent in writing specifically for inclusion in the Australian Prospectus or any amendment or supplement thereto willCompany Disclosure Documents, at the time lodged with ASIC Reply Document and at all times on or before the Effective TimeOffer Documents shall not, as of their respective filing dates, contain any untrue statement of a misleading or deceptive statement material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. (d) Each document required to be filed by Parent or Purchaser with the Corporations Act AMF in connection with the transactions contemplated by this Agreement, and any amendments or supplements thereto, when filed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the General Rules of the AMF and will not, contain any relevant ASIC class ordersuntrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, policies in the light of the circumstances under which they are made, not misleading. (e) The representations and requirements, including any ASIC relief or “no action” letter (except that the Company warranties contained in this Section 6.08 will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading apply to statements or deceptive statement, omission omissions included or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation incorporated by reference in a supplementary the S-4, the Proxy Statement, the Company Disclosure Documents, the Reply Document or replacement prospectus which corrects the deficiency)Offering Documents based upon information supplied in writing by the Company or any Seller or any of their Representatives specifically for inclusion therein.

Disclosure Documents. (a) The proxy or information statement of Company to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Merger (as amended or supplemented from time to time, the “Company Proxy Statement”"COMPANY PROXY STATEMENT") and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the 1934 Act. At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to the Company Stockholders shareholders of Company, and at the time such shareholders vote on adoption of this Agreement, the Company Stockholder MeetingProxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.09(a) will not apply to statements or omissions included in the Company Proxy Statement based upon information furnished to Company by Parent or Merger Subsidiary specifically for use therein. (ib) None of the information provided by Company for inclusion in the Registration Statement or any amendment or supplement thereto or in the Parent Proxy Statement, at the time the Registration Statement or any amendment or supplement becomes effective or at the time the Parent Proxy Statement is first mailed to Parent's stockholders, and at the time such stockholders vote upon the issuance of shares of Parent Stock in connection with the Merger and at the Effective Time, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they are made not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The proxy statement None of the information supplied or to be filed with supplied by or on behalf of PIC for inclusion or incorporation by reference in the SEC and ASX and sent joint proxy statement/prospectus relating to the Company Stockholders in connection with matters to be submitted to PNG's shareholders at the Company Stockholder Meeting PNG shareholder meeting related to the Merger and to the Parent shareholders at the Parent shareholder meeting related to the Merger (as amended or supplemented from time to timesuch joint proxy statement/prospectus, the “Company Proxy Statement”) and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") or any amendment or supplement thereto shall, at the date the Company Joint Proxy Statement Statement/Prospectus or any such amendment or supplement thereto is first mailed to the Company Stockholders shareholders of PNG and at the time of the Company Stockholder MeetingParent, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documents. (b) None of the information supplied or to be supplied by the Company or on behalf of PIC for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 with respect to the issuance of Parent Class A common shares issuable in the Merger (such Form S-4, and any amendments or supplements thereto, the "Form S-4") or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, not misleading misleading. No representation or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required warranty is made by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be PIC in breach of this Section 4.10(b)(ii), if the Company, after becoming aware 4.25 with respect to statements made or incorporated by reference therein based on information that was not supplied by or on behalf of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent PIC for inclusion or incorporation by reference in a supplementary the Joint Proxy Statement/Prospectus or replacement prospectus which corrects the deficiency)Form S-4.

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC in connection with the Mergers (but excluding the Financing) (the "Company Disclosure Documents"), including, without limitation, any Report on Form 8-K to be filed by the Company in respect of this Agreement, and the proxy statement of the Company containing information required by Regulation 14A under the Exchange Act to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Mergers (as amended or supplemented from time to time, the “"Company Proxy Statement”) "), and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.9(a) will not apply to statements or omissions in the Company Disclosure Documents based upon information furnished to the Company by MergerSub for use therein. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this Agreement and the Mergers, the Company Stockholders Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document, other than the Company Proxy Statement, and at the time of any required distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.9(b) will not apply to statements or omissions in the Company Stockholder MeetingDisclosure Documents based upon information furnished to the Company by MergerSub for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to MergerSub for use in any document filed by MergerSub with the SEC will not, will not (i) at the time of the filing thereof and at the time of any required distribution thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including, without limitation, the proxy or information statement of the Company containing information required by Regulation 14A under the Exchange Act and, if applicable, Rule 13e-3 and Schedule 13E-3 under the Exchange Act (the “Company Proxy Statement”), if any, to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting (as amended or supplemented from time to timeMerger and the Charter Amendment, the “Company Proxy Statement”) and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act except that no representation or warranty is made hereby with respect to any information supplied by Merger Sub expressly for inclusion in the Company Disclosure Documents. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company, at the time such stockholders vote on adoption of this Agreement and at the Effective Time, the Company Stockholders Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document other than the Company Proxy Statement and at the time of any distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.09(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company by Merger Sub specifically for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to Merger Sub specifically for use in the Merger Sub Disclosure Documents (as defined in Section 6.01) will not, at the time of the filing thereof, at the time of any distribution thereof and at the time of the Company Stockholder Meetingmeeting of the Company’s stockholders, will not (i) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASICmisleading. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsSECTION 3.10. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).

Disclosure Documents. (a) The Each document required to be filed by the Company with the SEC in connection with the Mergers (but excluding the Financing) (the "Company Disclosure Documents"), including, without limitation, any Report on Form 8-K to be filed by the Company in respect of this Agreement, and the proxy statement of the Company containing information required by Regulation 14A under the Exchange Act to be filed with the SEC and ASX and sent to the Company Stockholders in connection with the Company Stockholder Meeting Mergers (as amended or supplemented from time to time, the “"Company Proxy Statement”) "), and any amendments or supplements theretothereto will, at when filed, comply as to form in all material respects with the date applicable requirements of the Exchange Act. The representations and warranties contained in this Section 3.09(a) will not apply to statements or omissions in the Company Disclosure Documents based upon information furnished to the Company by MergerSub for use therein. (b) At the time the Company Proxy Statement or any such amendment or supplement thereto is first mailed to stockholders of the Company, and at the time such stockholders vote on adoption of this Agreement and the Mergers, the Company Stockholders Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. At the time of the filing of any Company Disclosure Document, other than the Company Proxy Statement, and at the time of any required distribution thereof, such Company Disclosure Document will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 3.09(b) will not apply to statements or omissions in the Company Stockholder MeetingDisclosure Documents based upon information furnished to the Company by MergerSub for use therein. (c) The information with respect to the Company or any Subsidiary that the Company furnishes to MergerSub for use in any document filed by MergerSub with the SEC will not, will not (i) at the time of the filing thereof and at the time of any required distribution thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made were made, not misleading or (ii) contravene the Corporations Act, including Division 2 of Part 7.10, or any ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter issued by ASIC. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the Corporations Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or required to be supplied by Parent, Merger Subsidiary or Merger Subsidiary Two and contained in or omitted from any of the foregoing documentsmisleading. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement or any amendment or supplement thereto will, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the Australian Prospectus or any amendment or supplement thereto will, at the time lodged with ASIC and at all times on or before the Effective Time, contain a misleading or deceptive statement or omit material required by the Corporations Act or any relevant ASIC class orders, policies and requirements, including any ASIC relief or “no action” letter (except that the Company will not be in breach of this Section 4.10(b)(ii), if the Company, after becoming aware of a misleading or deceptive statement, omission or new circumstance that is materially adverse from the point of view of an investor, promptly supplies information to Parent for inclusion or incorporation by reference in a supplementary or replacement prospectus which corrects the deficiency).